Shin Ushijima is a successful attorney actively engaged in merger and acquisition (M&A) matters as well as litigation and corporate governance of Japanese companies. He is also a popular man of letters.
In an interview with JAPAN Striker, the prominent lawyer and novelist spoke about the risks and rewards he sees in Japan’s near future. Saying that Japan is now in a calm period like the calm before the storm, Ushijima predicts that the country may face revolutionary changes at some future time.
Recently, he completed the English version of his best-selling business law novel, “Minority shareholders(first published in Japanese by Gentosha Inc. in 2018). This novel reveals to the world the unreasonable Japanese-specific circumstances that plague minority shareholders of unlisted companies, who represent most Japanese corporations.
With the permission of the author, JAPAN Striker will soon present the English edition of Minority shareholders in serialized form. The series, like the book, deeply tackles the issues that underlie Japanese companies in their management.
Excerpts from the interview follow.
What do you think of the current situation in Japan?
Japan is in economic decline and has yet to show any sign of reversal. The current reality is that we do not see bright prospects for the future. I’m thinking about how I should understand this in order to look for a possible way out.
It sometimes occurs to me that Japan’s resurgence is hardly on the cards until the baby boomer generation, myself included, who truly believe in post-war capitalism, has disappeared from this world. and that Japan is instead made up of completely new generations. The thought of this makes me deeply depressed.
I think Japan is now in a period that strongly calls for a spiritual leader like Shoin Yoshida (1830-1859). He was a distinguished thinker who helped shape what Japan has been since the Meiji era. Former Prime Minister Shinzo Abe died a similar death, and now Prime Minister Fumio Kishida is in the position that Mr. Abe once assumed. I think it can mean something important for us in the future.
Would you mind rephrasing that?
I feel in my bones that Japan is now in a period like the calm before the storm. From what I understand, former Prime Minister Shinzō Abe may have been aware of this before and tried to prepare Japan for something chaotic that could happen in the future. But he was shot as part of his commitment.
the Senotkaku Islands (part of the city of Ishigaki in Okinawa Prefecture) would be taken over by China, Japanese society would seethe with indignation, and nationalism would rise. Some people say that young people these days show little emotion. But I believe that if Japan, even a part of it, were invaded, the Japanese would resolutely oppose it.
We can easily understand this by considering why the Ukrainians must fight so desperately against Russia. I think that’s exactly it Yukichi Fukuzawa (1835 -1901) said. In other words, we must protect the independence of our country in order to protect our individual independence. National independence allows an individual to seek freedom for themselves. So I believe.
Are you saying that generational changes or armed conflicts will bring about revolutionary changes in Japan?
What happened to post-war Japan? The zaibatsu, or conglomerates, have been dismantled. Accordingly, Mitsubishi Estate Co., Ltd. was split into two real estate companies, one of which was Yowa Estate Co, Ltd. A large amount of stock in this company was intentionally purchased, threatening a hostile takeover.
The incident prompted companies to promote cross-shareholding to prevent this type of activity from happening again. And that paved the way for the establishment of the Japanese-style joint-stock company system. This worked wonders and Japan achieved its post-war recovery and subsequent economic miracle. And he also overcame energy crises.
But objectively, think back to what happened in Japan afterwards. As Japan was swept up in the bubble economy frenzy, the Japanese-style stock company system under the aegis of the convoy method was dismantled. So was the Employee Partnership, which used the style of a stock company using the cross-shareholding method.
Thirty years have passed since then. Unfortunately, we haven’t found a new way out yet. But I am sure that revolutionary changes will occur in a few years.
Your bestselling novel Minority shareholderscaught the public’s attention, for its focus on the problems inherent in unlisted companies, which represent most Japanese companies.
For unlisted Japanese companies, employee-owners are important. But the other shareholders are not considered important.
Under Japanese law, minority shareholders of unlisted companies cannot sell their shares on their own. Worse still, when a minority shareholder of an unlisted company dies, the minority shares left as an inheritance can cause his successors to pay through the nose a colossal sum of taxes.
My novel was first inspired by a case that actually happened. And he honestly describes Japan’s twisted circumstances.
What a country to allow this injustice to happen. Such indignation encouraged me to write this novel.
The joint stock company system for unlisted companies is still intact. Since the end of the war, unlisted companies have minimized their shareholders, not to mention the minority shareholders who have long been treated as scoundrels.
I think this novel illuminates the reality of these unlisted companies. And I’m proud of it.
Has the situation in Japan changed since Minority shareholders has been published?
No way. But since I published this novel, I received many requests saying: “Help me please.” And the courts are beginning to understand that even minority shareholders must be treated equally under the principle of equal treatment of shareholders.
In that sense, I think it’s a big step forward. But in terms of corporate governanceJapanese companies still leave a lot to be desired.
Can I ask you what prompted you to release the English version of Minority shareholders?
Well, because I had requests from foreign friends that they too want to read this novel. I have published many books so far. In English, I took out The Shareholders’ Meetingg (English version, Mesatop Press, 2002), as well as a Korean version. And my book Acquirer (Japanese original, Gentosha, 2002) was also released in English.
Minority shareholders will be serialized by JAPAN Forward. Could you please share a message to readers?
Each country has its own stock company system. Japan’s stock company system is as described in this novel. That, I think, will change at some point down the road. But I doubt that a universal stock company system, commonly used around the world, will be implemented in the future.
I would like to pay particular attention to how each country’s system will change.
Who are the minority shareholders, the subject of this book?
Of the joint-stock companies in Japan, 99.8% are not listed on the stock exchange. It often happens that the owner-presidents of unlisted companies and their families are the majority shareholders. They are in possession of a large majority of shares.
Shareholders other than majority shareholders are said to be minority shareholders. The owner-presidents appearing in this novel live high on pork at the expense of their businesses. They pay an excessively high remuneration to their families, thus mixing public and private affairs.
These unlisted companies are managed at the discretion of their owner-presidents and majority shareholders. Naturally, corporate governance does not work as it should in these companies. On the other hand, the succession of even a small number of shares obliges the successors to pay a high amount of taxes.
The novel begins the story with such an episode.
About Shin Ushijima
Shin Ushijima was born in 1949. After graduating from Tokyo University Law School, he first served as a prosecutor and then entered private practice. As a founding partner of Ushijima & Ppartnershe has been involved in numerous mergers and acquisitions matters and matters related to corporate governance.
He is currently an external director for Nippon Life Insurance Company, external auditor for Asahi Industries Co., Ltd., chairman of the Japan Corporate Governance Network (a non-profit organization) and chairman of the people’s association in Tokyo. from Hiroshima Prefecture.
Ushijima has written ten novels, including The Shareholders’ Meeting (Japanese original, Gentosha, 1999) and Minority shareholders (Japanese original, Gentosha, 2018). Other volumes include 9 compilations of essays, such as Is my homeland worth sacrificing my life for? (Gentosha, 2020), The only way to survive for Japan (Gentosha, 2022), and many others.
He enjoyed remarkable success as an author who paved the way in the field of the “business law novel”.
Coming: At Shin Ushijima Minority shareholdersEnglish version, in a weekly/monthly series on JAPAN Before.
Interviewed by: Yasuo Naito, editor-in-chief, JAPAN Striker