[Last Mile Labor Union] "If the probability of getting caught is 1%, we'll sell the customer list." CEO Makoto Watanabe taught the legal department about compliance regarding the probability of discovery.

The Last One Mile Labor Union has continuously received consultations from multiple union members currently working at Last One Mile Inc. regarding statements and actions made by Representative Director, Chairman, and CEO Makoto Watanabe, which they state cannot possibly be overlooked as the head of a listed company.

This time, as material supporting that claim, a video of a legal training session conducted for employees by Mr. Makoto Watanabe was provided to our labor union by a current Last One Mile employee.

What was discussed there was not legal training to comply with laws and contracts, but rather a startling management decision: comparing the probability of a violation being discovered against the company's profits, and executing it if the discovery risk was low.

Explaining that the resale of the customer list "will not be known to the other party"

During the legal training, Makoto Watanabe used as an example a scenario where a customer list received from an agency is resold to another company, even though there is no explicit statement in the contract permitting resale.

I received a customer list from an agency. I'm going to resell that customer list to another company. In this case, the risk of being sued by the original company is less than 1%. In the first place, the other party won't even know that it's being resold.

Regardless of whether it is legally permissible, whether the contracting party agrees, or whether the customer themselves could have foreseen the third-party provision, the explanation is that "they won't find out, so they can't sue."

This is a mindset that replaces compliance—meaning obedience to laws and contracts—with a calculation of the probability that a violation will be discovered. Structurally, how does this differ from the logic that if the probability of being caught by a store clerk for shoplifting is 1%, it is acceptable as a business decision to walk out with the merchandise?

If you ask for permission, you'll get rejected, so you're just going ahead and doing it without asking?

The training participants asked whether it might be possible to choose to resell the customer list without checking, since while seeking consent for resale from the provider of the list might allow them to modify the contract and execute it legally, there is also a possibility that consent would be refused.

Makoto Watanabe's response to this was extremely clear.

That's right. Whether to swallow this 1% risk and go ahead with the resale will be decided by the sales manager or the responsible director.

If you ask for permission, you might be banned. If you are banned, you won't be able to resell. Therefore, you resell without the other party knowing and only calculate the probability of being sued.

Is the role of the legal department to give plausible odds to such actions and hand them over to the sales side?

Even if the legal risk is 90%, if the board of directors swallows it, we execute.

Makoto Watanabe explains not only the resale of specific customer lists, but also legal risks in general as follows:

Whether that risk is 30 percent, 50 percent, or 90 percent, if the board says we are swallowing it, we do it. Making that call is the job of management.

When there are multiple interpretations of a contract, executives may indeed assess the litigation risk. However, actions prohibited by laws, regulations, or contracts do not automatically become acceptable investment projects just because the potential profits exceed the amount of potential damages.

Nevertheless, Makoto Watanabe repeatedly maintained that if operating income increases even if some problems arise, management should take responsibility.

Even if some trouble occurs, if it increases operating profit, we will take full responsibility for it.

When we say "we will take responsibility" here, it does not mean that Mr. Makoto Watanabe will cover the entire amount out of his personal assets. The litigation costs, damages, administrative responses, and losses due to decreased credibility will be borne by Last One Mile Co., Ltd., and ultimately by its shareholders, employees, and customers.

The legal department does not judge legality; they simply pass it on to the sales manager.

Mr. Makoto Watanabe also explains that the role of the legal department is not to determine legality.

It is not the Legal Department's job to judge whether this contract is good or bad. They should communicate the degree of risk and let the sales side make the decision.

If we clearly communicate the risks, we bear no responsibility.

If the legal department loses its ability to block actions by saying "this is illegal or prohibited and cannot be done," and instead merely provides the probability of being sued to the sales department, it ceases to be a checks-and-balances division that protects the company and becomes a mere calculation clerk that enables dangerous sales practices.

Open Questions to Mr. Makoto Watanabe and Last One Mile Co., Ltd.

1. Does the customer list used as an example in the training session feature actual transactions or sales plans?
2. Did the customer list in question contain names, phone numbers, addresses, contract information, and other personal data?
3. Did you obtain consent from the customer or the provider regarding reselling to third parties?
4. Has it actually happened that a decision was made to resell without obtaining consent, intentionally, because asking the provider for consent might result in a refusal?
5. What legal or statistical basis is there for Makoto Watanabe's statement that there is a "1% probability of being sued"?
6. Does the policy of proceeding if approved by the board of directors, even with a 90% legal risk, still remain in place?
7. Are the Board of Directors and the Audit and Supervisory Committee aware of the contents of this training?

Compliance is not a department for figuring out how not to get caught.

The presence or absence of a violation of laws or contracts does not change depending on the probability of it being discovered by the other party. Conducting oneself so as not to be found out is not a circumstance that increases legality; rather, it can be a serious circumstance when considering the awareness or intent of the act.

If a publicly listed company, which is in a position to protect customer information, was teaching its employees that "the other party won't know, so the probability of being sued is 1%," what can customers rely on?

What Last One Mile Inc. needs to explain is not the excuse that a part of their remarks was taken out of context. It is why they used the unauthorized resale of customer lists as a topic, why they endorsed making choices without obtaining consent, and why they taught that something could be carried out even with a 90% legal risk.

Compliance is not about finding ways not to get caught. Nor is it about calculating the damages when you are caught. It is about prioritizing laws, contracts, and customer rights that must be upheld over the company's profits.