Record of Makoto Watanabe's statement that "delisting, even at the cost of our lives, is the unanimous consensus of the shareholders"
Up to now, statements made by Makoto Watanabe, Representative Director, Chairman and CEO of Last Mile Works Co., Ltd., such as "I will crush you even if it kills me," "I will definitely force a delisting," and "I'll kill you," have become problematic as they demonstrate Mr. Watanabe's intense personal hostility and intent for retaliation.
However, this time, a statement was confirmed that fundamentally changes the meaning of the problem.
According to the records verified by our union, Mr. Watanabe explicitly stated that the act of driving a rival listed company to delisting, even at the cost of mutual destruction, was not merely his own personal intention, but rather the "consensus of the shareholders" of Last One Mile Inc., specifically the consensus of Premium Water Holdings, Inc. and Hikari Tsushin, Inc.
Furthermore, Watanabe went so far as to state that he is merely a salaried president acting under orders from the major shareholders, and that no matter how much of an issue it becomes, there is no problem because the major shareholders will clean up the mess in the end.
Even if it kills me, I'll delist them.
This is the consensus of the shareholders, and the consensus of Premium Water Holdings and Hikari Tsushin.
I am merely a salaried employee acting on orders as president, and even if an issue arises, the major shareholder will clean up the mess for me, so there is no problem.
The problem this statement points to is extremely simple.
If Mr. Watanabe's explanation is true, it means that Premium Water Holdings, Inc. and Hikari Tsushin, Inc. are involved as major shareholders in a plan to drive another listed company to delisting.
If Mr. Watanabe's explanation is untrue, it would mean he improperly used the names and influence of two listed company groups, and intimidated the other party and those around him by pretending to have received official orders from major shareholders.
Either way, this is not a matter that can be dismissed as just a personal catchphrase of Mr. Watanabe.
Makoto Watanabe publicly stated that delisting "even if it kills us" is the consensus of the major shareholders.
Previous articles covered the issue of Makoto Watanabe repeatedly making statements about the murder, corporate dissolution, arrest, and delisting of specific individuals and the publicly traded companies associated with them.
Until now, it was also possible to understand this as Mr. Watanabe bringing his personal anger into the management of the company.
However, in the statements confirmed this time, Mr. Watanabe himself denies that positioning.
According to Mr. Watanabe, driving the opposing party to delisting is not his personal revenge. He claims it is the consensus of the shareholders of Last Mile Inc. and an order given by Premium Water Holdings, Inc. and Hikari Tsushin, Inc.
If that is the case, this issue shifts from a verbal outburst by a single representative of a listed company into an organized harassment plot orchestrated by the major shareholder group using the listed company.
Whatever Mr. Watanabe says, it is treated as a personal statement, and Mr. Watanabe himself has closed off the escape route of claiming that Last One Mile Inc., Premium Water Holdings, Inc., and Hikari Tsushin, Inc. have no relation to it.
Since you publicly stated that it was an order from the major shareholder, I have no choice but to confirm with the major shareholder.
Did they really issue an order? Or did they just use the major shareholder's name without permission to make their retaliation look bigger?
PWH's 34.39% and Hikari Tsushin's 2.27% are not the "consensus of the shareholders"
Annual Securities Report of Last One Mile Inc. for the Fiscal Year Ended August 2025According to the report, the number of shareholders as of August 31, 2025, is 475.
As of the same date, the direct ownership percentage of Premium Water Holdings, Inc. was 34.39%, Hikari Tsushin, Inc. held 2.27%, and Makoto Watanabe himself held 8.84%.
Even if you combine the direct holding percentages of Premium Water Holdings, Inc. and Hikari Tsushin, Inc., it totals 36.66%. Even with Mr. Watanabe's own 8.84% added, it does not represent the unanimous consensus of all 475 shareholders.
In its securities report, Premium Water Holdings, Inc. is listed as "other affiliated company" holding 35.9% of the voting rights.
It is clear that they are a highly influential shareholder. However, having significant influence is one thing, and being able to represent the will of all other shareholders is another.
If it was formally resolved at the shareholders' meeting, the notice of convocation, proposals, minutes, and voting results exist.
If it was resolved at the board meeting, the date of the meeting, attending directors, proposer, legal review, and details of the resolution are recorded.
If neither is the case and it was merely a private conversation between Mr. Watanabe and certain individuals associated with Premium Water Holdings, Inc. or Hikari Tsushin, Inc., then that does not constitute the "consensus of the shareholders."
It is an internal matter between the major shareholders and Mr. Watanabe.
If you use the term "consensus of the shareholders," you can use the names of the 475 shareholders as a shield. However, among them, there must be shareholders who have never agreed to dragging the company they invested in into delisting for the purpose of attacking another company.
Expanding the will of a major shareholder into the consensus of all shareholders is not corporate governance.
It's a magic trick that makes the existence of minority shareholders disappear, one by one.
Official disclosures say "other affiliated company," while Makoto Watanabe's explanation is "a salaryman president who takes orders."
Checking the official history of Last One Mile Inc., the company was listed on the Tokyo Stock Exchange in November 2021.
In July 2022, we formed a capital and business alliance with Premium Water Holdings, Inc., and in November of the same year, Makoto Watanabe assumed the position of Representative Director and President. In March 2023, a tender offer was conducted by the company, and in November 2024, Mr. Watanabe assumed the position of Representative Director, Chairman, and CEO.
The explanation published by Last One Mile Co., Ltd. in February 2023Then, the tender offer by Premium Water Holdings, Inc. was positioned as a "positive choice," and it was stated that the goal is to pursue business synergies and improve performance.
According to public data, Last One Mile Inc. is not a consolidated subsidiary of Premium Water Holdings, Inc., but rather falls under the category of "other affiliated company."
In other words, formally speaking, as an independent listed company, the premise is that its board of directors makes management decisions for the company itself.
However, Mr. Watanabe himself positions himself as a salaried president who takes orders from major shareholders.
This is not merely modesty.
According to official documents, it is an independent listed company, but the actual Representative Director, Chairman, and CEO is merely an agent executing the orders of major shareholders. If Mr. Watanabe's statements are correct, the reality of Last One Mile Inc. is that it is placed under the command and control of Premium Water Holdings, Inc. and Hikari Tsushin, Inc. much more strongly than the relationships indicated in its public disclosures.
The structure is an independent listed company, the driver's seat belongs to the majority shareholder, and if an accident happens, the majority shareholder cleans up the mess.
Then what does the Board of Directors of Last Mile Corporation exist for?
Whether the major shareholder's order is true or false, there is no escape.
If Hikaritsushin and PWH truly ordered it, it is a problem for the entire group.
If Hikari Tsushin, Inc. and Premium Water Holdings, Inc. ordered Makoto Watanabe to drive another listed company to delist even by stabbing it in the back, both companies have a responsibility to explain at least the following matters:
- Who conveyed the order, request, approval, or consent to Mr. Makoto Watanabe?
- Which company, person, or business was targeted?
- On what grounds did you determine that there is a need to force a delisting?
- How does including Last One Mile Co., Ltd. as a target for "mutual destruction" contribute to the company's corporate value?
- Have the Board of Directors, the management meeting, the legal department, and the compliance department approved this?
- Did you even approve the use of Last One Mile Inc.'s funds, personnel, equipment, positions, credit, or information?
- Who decided who will bear the damages, litigation costs, loss of reputation, business suspension, and delisting risks caused by the plan?
It is not unusual in itself for major shareholders to express opinions on the management of their portfolio companies.
However, treating a portfolio listed company as a consumable asset and forcing it into a mutual destruction pact with another listed company is neither a normal capital and business alliance nor shareholder dialogue aimed at enhancing corporate value.
It is a private war waged using the stock market, where companies are moved like pieces on a board, and whenever losses occur, the major shareholders clean them up afterward.
If the command does not exist, Makoto Watanabe used the name of the major shareholder as a weapon.
Conversely, if Hikari Tsushin, Inc. and Premium Water Holdings, Inc. neither ordered nor approved such actions, the issue goes back to Mr. Makoto Watanabe.
Mr. Watanabe ended up using the names of two major shareholders to give authority to his personal hostility and retaliation plan, explaining to those around him that this was the consensus of the shareholders.
From the opponent's perspective, the intimidation they feel is completely different between Mr. Watanabe being angry alone versus being told they have made an enemy of the entire Hikari Tsushin Group.
Telling them that this represents the consensus of a massive corporate group wielding capital power, a trading network, financial institutions, a cluster of listed companies, and influence over the securities market is in itself a giant signboard that intimidates the other party.
If you haven't given any orders, Hikari Tsushin, Inc. and Premium Water Holdings, Inc. can simply deny it immediately.
Please publicly state that such authority has not been granted to Mr. Makoto Watanabe, that there is no policy to force other companies to delist, and that the explanation that this represents the consensus of both companies is not true.
If you remain silent while your company's name is being used as leverage in a threat of delisting, that silence will at the very least result in allowing Mr. Watanabe to use the same explanation in the future.
If you gave an order, explain; if you did not give an order, deny it.
For two large companies, it shouldn't be such a difficult choice.
Just following orders is not an exemption of liability for a director, but a confession of dereliction of duty.
Makoto Watanabe has stated that he is nothing more than a salaried CEO who takes orders from major shareholders.
However, Mr. Watanabe is neither a mere employee nor a middle manager. His current title at Last One Mile Inc. is Chairman and CEO.
Furthermore, as of August 31, 2025, it is also the second-largest shareholder, holding 8.84% of the company's stock.
A person who holds the authority for management decisions, represents the company, and is also a major shareholder cannot simply put on a name tag saying "I'm just a salaried employee taking orders" only when trouble arises.
Article 355 of the Companies Act: Directors shall comply with laws and regulations, the articles of incorporation, and resolutions of shareholders meetings, and shall faithfully perform their duties for the stock company.
Directors do not owe their duty of faithful execution solely to Premium Water Holdings, Inc., nor solely to Hikari Tsushin, Inc.
We are a corporation named Last One Mile Inc.
Even if instructed by a major shareholder, if that instruction goes against the interests of Last One Mile Inc., the joint interests of all shareholders, or the interests of employees, business partners, and customers, the Representative Director must refuse it.
Explaining that you followed orders does not erase responsibility.
Rather, it serves as an admission that you performed your duties not for the company, but for a specific major shareholder.
Article 362, Paragraph 2 of the Companies Act: The board of directors shall perform the following duties:
(ii) supervision of the execution of the duties of directors
3 Selection and Dismissal of Representative Directors
If Mr. Watanabe is prioritizing the orders of a major shareholder over the company's interests, what the board of directors should do is not follow those orders together with him.
To supervise the execution of duties and, if necessary, dismiss the Representative Director.
Article 423, Paragraph 1 of the Companies Act: Directors, accounting advisors, company auditors, executive officers, or accounting auditors shall, when they fail to perform their duties, be liable to the stock company for damages resulting therefrom.
If company funds and personnel are used for retaliation against other companies, creating risks of lawsuits, suspension of business, loss of credibility, or delisting, the liability of the directors themselves who were involved becomes an issue, rather than relying on an oral promise that "the major shareholder will clean it up later."
Introducing yourself as a salaried company president is not a license under the Companies Act.
Even if you add a small note above the title of Representative Director, Chairman, and CEO saying, "I cannot disobey the orders of the major shareholder," the duty of loyalty does not disappear.
PWH, reportedly ordered to delist, was scrambling to avoid its delisting.
There is even more intense irony in this latest remark.
The third-quarter financial results announced by Premium Water Holdings, Inc. in February 2026The explanation states that Hikari Tsushin Group, the company's parent company group, held approximately 69.5% of the common stock, while the ratio of shares in circulation remained at around 19%, meaning the company failed to meet the listing maintenance criteria.
The company announced that it will implement a capital policy, including the issuance of class shares and the acquisition of treasury stock, to avoid the risk of delisting.
In other words, Premium Water Holdings, Inc. itself was working so hard to prevent its own delisting that it held a shareholder meeting, formulated a capital policy, and even issued a class of shares on a scale of approximately 27.6 billion yen.
Did that same group, as explained by Mr. Makoto Watanabe, order another listed company to be delisted "even if it means mutual destruction"?
We will do our utmost to protect our company's IPO.
I will take down a company I dislike, even if it means stabbing my own portfolio company in the back to do it.
If this is truly the consensus of Hikari Tsushin and Premium Water Holdings, then for both companies, the listing system is not a public market system for enhancing corporate value.
It is a tool used selectively: as a life jacket for our own side, and as a sinking weight for the other side.
Because it is a company that implemented a capital policy to maintain its listing, it is necessary to clearly answer whether it truly issued an order aimed at delisting another company.
Employees and minority shareholders suffer losses before the major shareholders clean up the mess.
Makoto Watanabe has stated that no matter how big the issue becomes, the major shareholders will clean up the mess, so there is no problem.
However, when a problem arises at a company, the executives in charge who are major shareholders are not necessarily the first to suffer losses.
Actually, the people who end up bearing the burden are the following:
- An employee who works at Last One Mile Co., Ltd. and supports their family's livelihood through their salary.
- minority shareholders who believe in the company's IPO and growth and hold its shares
- Customers, agencies, contractors, and financial institutions that conduct business based on contracts and social trust with the company.
- General employees mobilized for investigation, communication, document creation, fund expenditure, or external correspondence, believing Mr. Watanabe's instructions to be work orders.
- Directors, managers, and frontline personnel who are held accountable for attacks carried out under the company name, despite having no connection to the personal conflicts of the representative.
- Workers affected in terms of bonuses, wage increases, assignments, and employment due to loss of credit, falling stock prices, suspension of trading, and business downsizing.
Hikari Tsushin, Inc. does not have just one investment destination. Premium Water Holdings, Inc. also has numerous subsidiaries, investment destinations, and businesses.
Major shareholders can diversify their investments.
However, the employees of Last One Mile Inc. cannot disperse their workplaces across dozens of companies.
It is out of the question that employees and minority shareholders should actually be used as rags in a scenario where major shareholders are supposed to be cleaning up the mess.
If Mr. Watanabe is a salaried CEO who works for the major shareholders, then the employees of Last One Mile Co., Ltd. are not hostages for that salaried CEO to demonstrate his loyalty to the major shareholders.
"Delisting as a result of whistleblowing" and "attacks aimed at delisting" are completely different.
As a result of reporting a company's serious misconduct, along with evidence, to regulatory authorities, stock exchanges, investigative agencies, or the public, there are cases where the company is delisted.
That is the result of a legitimate report aimed at uncovering wrongdoing and ensuring market integrity.
On the other hand, the act of first deciding on the conclusion to "definitely delist the company" and using company funds, personnel, the names of major shareholders, investigative agencies, administrative bodies, or the media to gather materials that fit that conclusion is the exact opposite of whistleblowing.
This is because the purpose is not to uncover the truth, but to crush the opponent.
If there is truly serious wrongdoing on the part of the opposing company, Mr. Watanabe, Hikari Tsushin, Inc., and Premium Water Holdings, Inc. should formally publicize the specific facts, evidence, and legal grounds.
There is no need to tell those around you things like "Even if it means killing each other," "It is the consensus of the shareholders," or "The major shareholders will clean up the mess."
If you can win with evidence, coercive staging is unnecessary.
If coercive tactics are put front and center, it is not just the target company's eligibility for listing that will be called into question.
The eligibility of Last One Mile Inc. and the two major shareholders, whom Mr. Watanabe himself named as being behind the company, as listed companies.
What the Tokyo Stock Exchange demands is not submission to major shareholders, but the protection of minority shareholders.
The Role Expected of Independent Outside Directors in Listed Companies with a Controlling Shareholder or Dominant Shareholder, published by the Tokyo Stock ExchangeTherefore, for listed companies with large shareholders holding a significant percentage of voting rights, independent outside directors are expected to play a role in protecting the interests of minority shareholders.
Last Mile Inc. has three outside directors who are Audit and Supervisory Committee Members: Mr. Yuya Tanaka, Mr. Mitsuru Ozaki, and Mr. Rintaro Ishigami.
Additionally, Nariaki Nagano, Director and CFO of Premium Water Holdings, Inc., also serves concurrently as a Director of Last Mile Inc.
Under this structure, if Mr. Watanabe stated that "these are orders from Premium Water Holdings and Hikari Tsushin" and "it is the consensus of the shareholders," the board of directors cannot simply ignore those remarks.
It is necessary to confirm from an independent standpoint whether the intentions of the major shareholder align with the interests of Last One Mile Inc. itself, whether disadvantages will befall minority shareholders, and whether the company is being used for the private purposes of the major shareholder.
If Mr. Nagano was in a position to know the orders or policies of Premium Water Holdings, Inc., he must report that fact to the Board of Directors.
If you were unaware, now that you know the fact that Mr. Watanabe is claiming to represent the company's consensus, you should immediately check with the company.
Knowing and keeping silent. Not checking even if you don't know. Checking but not making it public.
Neither of these can be called the protection of minority shareholders by independent outside directors.
Is it not the reckless behavior of Makoto Watanabe as an individual, but rather a corporate culture that includes the company and its major shareholders?
At Last One Mile Co., Ltd., serious issues surrounding Mr. Makoto Watanabe have been repeatedly pointed out.
- He talks about killing others, the destruction of the company, arrests, and delisting to other companies and related parties.
- Using the title of Representative Director, employees, business partners, and company credit for private investment solicitation.
- Conducts coercive domination and intervention in a labor union unfavorable to itself, and attempts to find union members and whistleblowers.
- Misusing corporate funds or human resources for private disputes, investigations, romantic affairs, related entities, or other personal purposes.
- Even when notified of legal violations at HOTEL STUDIO Inc., they continue to accept orders and attempt to prepare invoices and explanations afterward.
- Failure to explain the ultimate beneficiary regarding fund transfers routed through Broad Support Co., Ltd. and other related parties.
- Eliminating employees and related parties who pointed out problems, and protecting directors and close aides who follow Mr. Watanabe.
While the Board of Directors and the Audit and Supervisory Committee failed to provide substantive explanations regarding these matters, Mr. Watanabe himself stated this time, "I am receiving orders from the major shareholder" and "The major shareholder will clean up the mess."
If the problems so far are just the rogue actions of Mr. Watanabe alone, the major shareholders and the board of directors could simply stop him.
If the reason for not stopping it is, as Mr. Watanabe stated, an order from the major shareholder themselves, the problem goes beyond the corporate culture of Last One Mile Inc. and extends to the corporate governance of the Hikari Tsushin Group.
Is the representative director going rogue?
Is the major shareholder driving this?
Or has an atmosphere taken root across the entire group that using the names of major shareholders excuses anything you do?
Due to this statement, the scope to be investigated has expanded from Mr. Watanabe's lips to the boards of directors of Hikari Tsushin, Inc. and Premium Water Holdings, Inc.
records of major shareholder orders to be preserved by concerned parties
In this matter, it is necessary to verify not only the statements of Mr. Makoto Watanabe, but also who actually communicated what to whom, and whose company's funds and personnel were moved.
Instead of aligning their explanations, the relevant officers and employees should organize what they actually saw and heard, as well as the objective records that existed at the time.
- Date and time, location, and participants of Makoto Watanabe's statements regarding the "consensus of shareholders," "consensus of PWH and Hikari Tsushin," and "orders from major shareholders."
- Records of emails, chats, calls, meetings, and interviews with officers and employees of Hikaritsushin, Inc. or Premium Water Holdings, Inc.
- Instructions and reports regarding targeted companies, individuals, delisting, investigations, accusations, media coverage, shareholder relations, etc.
- Minutes of the Board of Directors meetings, management meetings, Risk and Compliance Committee meetings, and Audit and Supervisory Committee meetings of Last One Mile Inc.
- Communication records among Makoto Watanabe, Koichi Matsunaga, Nariaki Nagano, Yuya Tanaka, Mitsuru Ozaki, Rintaro Ishigami, and other officers.
- Investigation costs regarding the opposing party, attorney fees, public relations costs, outsourcing costs, business trip expenses, dining expenses, and other company expenditures.
- Business instructions issued to employees of Last One Mile Inc., the secretariat, legal counsel, external investigation companies, and others.
- A contract, guarantee, memorandum, or message stating that a major shareholder will bear damages, litigation costs, delisting risks, and other liabilities.
- Records concerning the share trading, trading recommendations, unpublished information, and timing of share trading of the counterparty company or Last One Mile Inc.
- Data deletion, explanation changes, revision of meeting records, collusion, or approaching related parties carried out after the issue came to light.
Particularly important is the primary communication indicating orders from major shareholders.
If Mr. Watanabe truly received an order, that order has a sender, a time and date of transmission, a recipient, and subsequent actions.
If the major shareholder promised to clean up the mess, records should also exist showing under whose authority that promise was made and which company's funds were expected to be used.
Do not end the massive concept known as "the consensus of shareholders" with a game of verbal telephone where no minutes exist.
Open questions to Mr. Makoto Watanabe, Hikari Tsushin, and Premium Water Holdings
Open Questions to Mr. Makoto Watanabe
- Did you say, "Even if it means mutual destruction, I'll have the other party delisted"?
- Did you state that the delisting is the "unanimous consent of the shareholders" and the unanimous consent of Premium Water Holdings, Inc. and Hikari Tsushin, Inc.?
- From whom in both companies, when, and with what words did you receive orders, requests, approval, or consent?
- Do you preserve records of meetings, calls, emails, chats, and other communications when receiving instructions or similar directives?
- Please clarify the target listed company, the individuals involved, the reasons for forcing the delisting, and the specific methods.
- Has this policy been officially deliberated or resolved upon at the Board of Directors meeting of Last Mile Co., Ltd.?
- Are there any shareholders' meeting resolutions, voting results, or proxy delegations from shareholders that serve as a basis for claiming it represents the consensus of the shareholders?
- Did you explain the policy to drive the company to delisting at all costs to the shareholders other than Premium Water Holdings, Inc. and Hikari Tsushin, Inc. among the 475 shareholders?
- Did you make a statement to the effect that you are merely a salaried company president acting under orders from major shareholders?
- Did you make statements to the effect that even if it becomes an issue, the major shareholders will clean up the mess, so it is not a problem?
- Are there any agreements, guarantees, indemnifications, memoranda, or specific commitments by major shareholders to handle the cleanup?
- How was it explained who would bear the damages suffered by Last One Mile Inc. due to litigation costs, loss of credibility, suspension of transactions, stock price decline, or delisting?
- Did you use Last One Mile Co., Ltd.'s funds, personnel, equipment, legal counsel, secretariat, business partners, or company information for countermeasures against the opposing party?
- Do you have any agreements regarding compensation, buybacks, loss avoidance, or other arrangements with major shareholders concerning your 8.84% stake that differ from those with other shareholders?
- If I determine that an order from a major shareholder is contrary to the interests of Last One Mile Inc., as the Representative Director, would I refuse it?
- Will the company submit all records of this statement and communications with major shareholders to an independent third-party investigation?
Open questions to Premium Water Holdings, Inc. and Hikari Tsushin, Inc.
- Did you order, request, approve, or suggest to Mr. Makoto Watanabe that a specific listed company be driven to delisting?
- Did you approve a policy that puts Last One Mile Inc.'s own listing and credibility at risk, including resorting to mutual destruction if necessary?
- Did you authorize Mr. Watanabe to explain to those around him that the policy in question represents the consensus of both companies and the consensus of the shareholders of Last One Mile Co., Ltd.?
- If this represents the consensus of both companies, at which board of directors, management meeting, or other body was this decided?
- Please clarify the decision date, proposer, attendees, voting results, legal considerations, and the relationship with improving corporate value.
- Did you recognize or approve of the use of the funds, personnel, equipment, executives, attorneys, business partners, and other resources of Last One Mile Co., Ltd. for that purpose?
- Did you promise to compensate for any damages incurred by Last One Mile Inc. or Mr. Watanabe in the event of an issue?
- If compensation or similar measures are promised, under whose authority, using which company's funds, and how do you plan to disclose this to shareholders?
- If neither ordered nor approved, will you issue a formal denial and conduct an investigation into Mr. Watanabe's unauthorized use of both companies' names and credibility?
- Do you demand that Mr. Watanabe retract his remarks, make corrections, apologize to those involved, and prevent a recurrence?
- Will you announce a policy to protect the minority shareholders and employees of Last One Mile Inc. from conflicts and retaliation by the majority shareholder side?
- Will you re-examine Mr. Watanabe's eligibility as Chairman and CEO?
- Do you support the establishment of a third-party committee independent of both companies and Last One Mile Co., Ltd.?
Open Questions to the Board of Directors and Audit & Supervisory Committee of Last1Mile Co., Ltd.
- Are you aware of the statements made by Makoto Watanabe regarding "the consensus of shareholders," "the consensus of PWH and Hikari Tsushin," and "orders from major shareholders"?
- When did you become aware that Mr. Watanabe stated, "I will force a delisting even if it means mutual destruction"?
- Have you officially confirmed to Premium Water Holdings, Inc. and Hikari Tsushin, Inc. whether there were any orders or approvals?
- Are there any resolutions of the shareholders' meeting, board of directors, or management meeting corresponding to Mr. Watanabe's remarks?
- Did you determine that utilizing Last One Mile Co., Ltd. for a "mutual destruction" strategy with another company would contribute to its corporate value?
- Will you investigate Mr. Watanabe for a breach of the duty of loyalty under Article 355 of the Companies Act if he prioritizes the orders of major shareholders over company profits?
- Will Mr. Watanabe be excluded from the evidence preservation, interviews with relevant parties, selection of the investigation contractor, and approval of the investigation results in this case?
- Will Shigeaki Nagano, who also serves as Director and CFO of Premium Water Holdings, Inc., be excluded from deliberations and resolutions investigating the involvement of major shareholders?
- Did Mr. Yuya Tanaka, Mr. Mitsuru Ozaki, and Mr. Rintaro Ishigami independently initiate an investigation from the perspective of protecting minority shareholders?
- Have you investigated the company funds, personnel, equipment, subcontractors, and legal counsel fees used for this matter?
- Will you demand reimbursement if expenses borne by the company for the benefit of Mr. Watanabe or a major shareholder are identified?
- Do you explicitly state that you will not order employees to delete data, change explanations, coordinate stories, or search for related parties regarding this matter?
- Will you evaluate the impact of this matter on investment decisions, consult with the Tokyo Stock Exchange, and make a timely disclosure?
- Will you formally deliberate on holding Mr. Watanabe accountable, including his dismissal as Representative Director?
Open letter to the Tokyo Stock Exchange and the Securities and Exchange Surveillance Commission
- Will you investigate, from the perspective of the independence of the listed company and the protection of minority shareholders, the fact that a representative of the listed company explained that driving another listed company to delisting is the consensus of the two major shareholders?
- Do you check whether Last One Mile Co., Ltd.'s funds, personnel, credit, or undisclosed information are being used for the private conflicts of its major shareholders or representative?
- Will you verify whether the independent outside directors and the Audit and Supervisory Committee are functioning effectively while there are directors who also serve as officers representing major shareholders?
- Will you check whether there were any unnatural trades, trade recommendations, or use of undisclosed information regarding the shares of the counterparty company or Last One Mile Inc. before and after the statement?
- We will consider the necessity of disclosure regarding Mr. Watanabe's remarks and the involvement of major shareholders as a material fact that would significantly impact investors' investment decisions.
- Do you request Hikari Tsushin, Inc., Premium Water Holdings, Inc., and Last One Mile Co., Ltd. to submit factual records and decision-making records?
Measures Sought by the Last Mile Labor Union
- Hikari Tsushin, Inc. and Premium Water Holdings, Inc. shall officially announce whether or not they ordered Makoto Watanabe to delist another company.
- If an order or approval exists, disclose the decision-making body, decision date, purpose, subject, specific means, and relationship to corporate value.
- In the absence of an order or approval, immediately deny Mr. Watanabe's use of both companies' names and goodwill, and demand a retraction of his statements.
- Last Mile Inc. shall establish an independent investigation structure excluding directors related to Mr. Watanabe and the major shareholder side.
- Implement a hold on the preservation of emails, chats, calls, meetings, board minutes, expenses, share purchase agreements, and other records among the three companies.
- Identify all funds, personnel, equipment, credit, and subcontractors of Last One Mile Inc. that were used as countermeasures against other companies.
- If expenses unrelated to company profits are identified, demand a full refund from Mr. Watanabe, other directors, and beneficiaries.
- The Board of Directors of Last One Mile Inc. shall conduct a fitness review, including the dismissal of Mr. Watanabe as Representative Director.
- To protect the interests of minority shareholders, a special committee independent of the majority shareholder shall be established to continuously monitor instructions from the majority shareholder, conflicts of interest, and the use of corporate resources.
- Report this matter to the Tokyo Stock Exchange, the Securities and Exchange Surveillance Commission, the accounting auditor, and major partner financial institutions.
- Do not ask relevant employees to change their explanations, delete data, coordinate their stories, or search for informants, and prohibit retaliation against investigation cooperators.
- Disclose the impact of this matter on employees, minority shareholders, business partners, and customers, as well as specific protective measures.
- Disclose the investigation results, involved parties, company expenditures, damages, restitution, disciplinary actions, and preventive measures specifically to all shareholders and the market.
Before claiming to speak for the consensus of shareholders, please ask the 475 shareholders.
Makoto Watanabe explained that his remark, "We will delist the company even if it means mutual destruction," represented the consensus of Premium Water Holdings, Inc. and Hikari Tsushin, Inc., as well as the consensus of Last One Mile, Inc. shareholders.
Furthermore, he states that he is merely a salaried president acting under orders from the major shareholders, and that there is no problem even if issues arise because the major shareholders will clean up the mess.
If this explanation is true, Hikari Tsushin, Inc. and Premium Water Holdings, Inc. are parties to the delisting plan using Last Mile Inc.
If it is not true, Mr. Watanabe used the names of the two major shareholders to make his retaliation look like the corporate group's official policy.
Either way, this is not an issue that the boards of directors of the three companies can get away with remaining silent on.
And there is no statement that treats employees and minority shareholders so lightly as the phrase "the major shareholders will clean up the mess."
Even if a major shareholder provides funds and later reorganizes the company, it is impossible to turn back time and erase the lost jobs, trust, business transactions, mental strain, employees' resumes, and losses suffered by minority shareholders.
People who assume someone else will clean up after them have no hesitation about making a mess in the first place.
Last One Mile Co., Ltd. is not a weapon for Makoto Watanabe to demonstrate his loyalty to the major shareholders.
The company's listing is not a ticket to mutual destruction acquired by Mr. Watanabe and major shareholders to take down other companies with them.
If you are going to claim to represent the consensus of the shareholders, please first ask all 475 shareholders.
Did you really agree that the company you invested in could be made to lock horns with Makoto Watanabe's rival and be dragged down into delisting?
Did they really vote to sacrifice the lives of employees and the property of minority shareholders in order to obey the orders of the major shareholders?
Without an answer, the term "consensus of the shareholders" is not a consensus.
It is a convenient slogan for dispersing responsibility that only benefits Mr. Makoto Watanabe and the major shareholders whose names were used.
Do not let Last One Mile Inc. become consumable collateral for a showdown between Makoto Watanabe and the major shareholders.
