External Director "Owner Watanabe" promotes Best Mirai Cle with Last One Mile money, is the explanation to the government and property/casualty insurers true?
In the previous article, Makoto Watanabe, Chairman and CEO of Last Mile Works Co., Ltd., described himself as a "salaryman CEO" who acts on orders from major shareholders.
However, when looking at Best Mirai-cle Co., Ltd., Mr. Watanabe's title changes completely. He was called "Owner Watanabe" by Hisashi Yano, the company's Representative Director, and was in a position to receive reports on important matters, issue instructions, and make final decisions.
Moreover, from late 2020 to early 2021, when Mr. Watanabe was an outside director of Last One Mile Inc., he used Last One Mile's advertising expenses, advertising infrastructure, and business credit to promote Best Milycle's housing equipment warranty and restoration cost compensation services.
In situations where accountability is called for, he is just a salaried employee taking orders from the major shareholders. In the company that reaps the profits, Owner Watanabe seeks direction from his representative. And the one footing the advertising bill is Last One Mile Co., Ltd.
The issue is not that Mr. Watanabe holds many titles. The issue is whether he accurately explained his control relationships and conflicts of interest to the board of directors, shareholders, government authorities, property and casualty insurance companies, and the lead managing underwriter, while using the funds and business infrastructure of the last mile to transfer customers, sales, contracts, and credit to a company under his own de facto control.
If you connect the company that ran the ad, the company that profited from the ad, and the person who manipulated both with a single line, this is not merely an advertising measure. It is an issue where a director of a pre-IPO company used that company as an exclusive advertising agency for their own controlled entity.
Makoto Watanabe promoted Best Miraicle using last-mile advertising expenses.
According to the facts confirmed by our association, from the latter half of 2020 to the first half of 2021, Mr. Makoto Watanabe used his position as a director of Last One Mile Inc. to continuously sell and promote Best Miraicle Inc.'s services through Last One Mile's advertising and customer acquisition initiatives.
The services promoted were a housing equipment warranty covering failures of residential equipment, and a service compensating for restoration costs incurred when tenants vacate rental housing. Both are businesses that accumulate continuous contracts, usage fees, and customer information.
Best Mirai-cle was neither a subsidiary nor a consolidated affiliate of the former Last One Mile Co., Ltd. Although they were legally separate entities, when running advertisements, Last One Mile's funds and business infrastructure were used, and when deciding important matters, instructions from "Owner Watanabe" were required.
The structure of this matter can be organized as follows.
- Makoto Watanabe was in a position to protect the profits of Last Mile Inc. as an outside director of the company.
- Best Mirai-cle Co., Ltd. was treated as a separate external legal entity from Last One Mile.
- On the Best Mirai Crew side, Mr. Watanabe was called "Owner Watanabe."
- Important matters concerning Best Mirai Cycle were decided after reporting, confirmation, and instructions from Mr. Watanabe.
- For the product promotion of Best Milicle, Last One Mile Co., Ltd.'s advertising expenses, media, business infrastructure, and credibility were utilized.
- The customers, contracts, recurring revenue, and corporate value acquired through the advertising were accumulated on Best Mirai Cle's side.
- There is no evidence that appropriate board deliberation and disclosure took place regarding Mr. Watanabe's de facto control relationship, the conflict of interest, and the consideration received by Last One Mile.
If Last One Mile Co., Ltd. had concluded legitimate sales and advertising contracts and earned commissions and profits exceeding the advertising expenses it incurred, it would suffice to disclose those contracts and the balance of income and expenditure.
Conversely, if Last One Mile bore the costs while only the customers and recurring revenue remained with Best Miraicle, and Mr. Watanabe profited as the de facto owner, then this is not a business partnership. It is a transfer of profits using company funds.
Representative Toshi Yano's repeated "I will check with Owner Watanabe"
Makoto Watanabe's position at Best Mirai-cle was not arbitrarily speculated from the outside.
According to the facts confirmed by our union, whenever the company's Representative Director, Hisashi Yano, was asked to make decisions on important matters, he repeatedly explained to the following effect:
I have contacted Owner Watanabe.
I believe there will be instructions from Owner Watanabe.
I would like to convey what was discussed with Owner Watanabe.
The representative director on the corporate registry called another person the "owner" regarding important matters of their own company and was waiting for that person's instructions.
If Mr. Yano was the nominal representative and Mr. Watanabe was the actual decision-maker, who did the government, non-life insurance companies, insurance agencies, banks, business partners, industry associations, and the board of directors of Last One Mile Co., Ltd. recognize as the ultimate beneficial owner of Best Mirai-cle?
In corporate management, you cannot simply stop at looking at the name tag of the representative director. Determining who decides the business plan, sets contract terms, provides the funding, gives instructions to officers, and reaps the ultimate profits is the core of judging the substantive control relationship.
If it was explained to government agencies and property-casualty insurance companies that "Representative Yano operates the company independently," but in reality, operations were directed by "Owner Watanabe," then the company profile presented to the reviewers does not match the actual company profile.
Even if Mr. Watanabe's name is removed from the front of the application or contract, it does not mean that Owner Watanabe's instructions disappear.
Even though he supposedly "sold all his companies," owner Watanabe still...
Makoto Watanabe, released in 2026,Last Mile Inc. Corporate Presentation for Individual InvestorsAnd, regarding his career around 2018, he explains, "Around that year, I sold all my companies through M&A."
Just by hearing this explanation, it seems as though Mr. Watanabe sold off his entire company and has since distanced himself from the management and profits of the buyer.
However, from late 2020 to early 2021, the representative of Best Mirai-cle referred to Mr. Watanabe as the "owner" on every important matter and awaited his instructions. Furthermore, the currently publishedInterview with Mr. Hisashi YanoHowever, Mr. Watanabe is introduced as the founder of Best Milicle.
You can use the past title of founder even after selling your shares. However, if the current representative reported important matters to "Owner Watanabe" and received instructions after the sale, he is not merely an honorary founder.
What needs to be confirmed is not the cover of the sales contract, but the rights and interests that remain even after the sale.
- The number of shares, percentage, sale date, counterparty, and sale price of Best Mirai-cle shares allegedly sold by Makoto Watanabe.
- Proxy voting, repurchase agreements, sales reservations, creation of security interests, nominee holding, and other agreements entered into after the sale of shares.
- Decision-making authority held by Mr. Watanabe in the capacity of an officer, advisor, contractor, lender, or any other capacity.
- Executive compensation, advisory fees, outsourcing fees, loan interest, dividends, or other benefits paid to Mr. Watanabe or his related corporations.
- The basis for Hisashi Yano calling Watanabe "owner" and seeking his instructions.
- Beneficial owners declared to financial institutions, non-life insurance companies, administrative agencies, and business partners.
Please explain why he was still the "Watanabe Owner" after the sale if he had truly sold all the companies and retained neither control nor profit.
Please explain to what extent the phrase "sold all companies" used in the investor presentation actually reflected the facts, given that substantial control and financial benefits remained even after the sale.
In the previous article, Mr. Watanabe was a salaried CEO taking orders from major shareholders. In this case, Mr. Watanabe is an owner whose final judgment is sought by the representative of another company.
A management method where people return to being salarymen only when taking responsibility, and become owners only when moving profits, is described in neither the Companies Act nor the listing regulations.
How much did Last One Mile pay, and how much did Best Mirai Kurabu gain?
It is not uncommon in itself for a company to advertise another company's products. If there is a formal agency or sales agreement, and the advertising costs, referral fees, sales commissions, scope of personal information use, and contractual responsibilities are clearly defined, it can be explained as a normal business partnership.
The problem in this case is that while Makoto Watanabe is a director of Last One Mile, which covers the advertising costs, he also made final decisions as the "owner" of Best Mirai Cle, which profits from the advertising.
Since a single individual had influence over both the funding company and the profit-receiving company, prices, consideration, and the attribution of profits must be verified more strictly than in general external transactions.
The income and expenditure that Last One Mile Inc. should disclose are as follows:
- The total amount of advertising expenses, production costs, operation costs, system costs, and outsourcing costs spent for Best Mirai Cle.
- The media used for the advertisement, the ad account, the placement period, the number of impressions, the number of inquiries, and the number of conversions.
- Personnel and labor hours for the last mile invested in advertising, production, customer support, and contract management.
- Advertising fees, referral fees, sales commissions, and other consideration paid by Best Miraiicle to Last One Mile.
- The customer acquisition cost per order borne by Last One Mile, and the profit per order received by the company.
- The number of contracts, usage fees, recurring revenue, and customer lifetime value acquired through advertising by Best Mirai Kul.
- The scope of utilizing last-mile customer information, business partner information, prospective customer information, or sales lead information.
- The customers, contracts, data, deliverables, brand value, and recurring revenue that remained with Best Mirai Cruise even after the end of the advertising.
- Stock value, remuneration, dividends, advisory fees, and any other economic benefits attributed to Mr. Makoto Watanabe or persons related to Mr. Watanabe.
If the last mile is paying for advertising and making a profit that exceeds it, please provide the figures.
If the last mile bears the costs and labor, while only the contracts and recurring revenue remain with Best Miraicle, this is not temporary advertising support. It means that company assets and future revenue have been transferred from the company preparing for an IPO to Owner Watanabe's company.
Advertising expenses disappear the moment they are spent, but the monthly contracts and customer base acquired remain with Best Miraicle thereafter. The amount that should be examined is not just the advertising costs, but the contract value and corporate value that have accumulated up to now.
Did the board of directors approve "Owner Watanabe's" conflict of interest?
Directors are not in a position to prioritize their own interests or those of third parties they control, nor are they free to use the property of the company they serve.
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.
The person to whom Mr. Watanabe should faithfully discharge his duties is neither Best Mirai Crew nor owner Watanabe personally. It is Last One Mile Inc.
Article 356, Paragraph 1 of the Companies Act: In the following cases, a director must disclose the important facts regarding the transaction at a shareholders meeting and obtain its approval.
(2) when a director intends to engage in a transaction with the Stock Company for themselves or a third party;
(3) When the stock company guarantees a debt of a director, or intends to engage in any other transaction between the stock company and a person other than the director in which the interests of the stock company and those of the director would conflict.
In a company with a board of directors, the body that approves conflict-of-interest transactions is the board of directors. After the transaction, the director who engaged in the transaction must report material facts regarding the transaction to the board of directors.
Article 365, Paragraph 1 of the Companies Act: Regarding the application of the provisions of Article 356 in a company with a board of directors, "shareholders meeting" in paragraph 1 of that Article shall be read as "board of directors".
Paragraph 2 of the same Article: In a company with a board of directors, a director who has engaged in a transaction set forth in any of the items of Article 356, Paragraph 1 shall, without delay after such transaction, report the material facts concerning such transaction to the board of directors.
Article 369, Paragraph 2 of the Companies Act: Directors who have a special interest in the resolution of the preceding paragraph may not vote on the resolution.
The material fact that should be disclosed to the board of directors is not simply a single sentence stating, "We will advertise another company's products."
- Makoto Watanabe is the founder of Best Milicle.
- That the company's representative called Mr. Watanabe the "owner" and sought instructions from him on important decisions.
- Shares, voting rights, contractual rights, and profit distributions held or substantially controlled by Mr. Watanabe.
- advertising costs, labor costs, equipment costs, and opportunity losses borne by the last mile.
- The sales, contracts, recurring revenue, customer information, and corporate value acquired by Best Mirai Kul.
- Comparative document on the compensation, commission rates, profit rates, and transaction terms received by the last mile.
- Direct or indirect economic benefits accruing to Mr. Watanabe himself.
If these were disclosed, Mr. Watanabe was excluded from the voting, the Board of Directors approved the transaction, and they even received performance reports, please make those minutes public.
If company funds were used based on the explanation that it is an introduction by Mr. Watanabe, that it is a small amount, or that it might lead to future profits, that is not a conflict of interest review.
This is an internal collection for Owner Watanabe.
Securities Report of Last Mile Inc. for the Fiscal Year Ended November 30, 2021Now, Mr. Watanabe is listed as a director, but the name Best Mirai Cle can not be found in the related party information.
Whether it was subject to disclosure is determined by the transaction amount, control relationship, materiality, and judgment under accounting standards. That is precisely why it is necessary to clarify how Mr. Watanabe described his relationship with Best Miracle in the related party questionnaire, what the audit firm and lead managing underwriter confirmed, and who decided that disclosure was unnecessary.
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 the last-mile operators bore advertising costs without receiving fair compensation, while only Best Mirai Cruise or Mr. Watanabe profited, the return of advertising costs, labor costs, opportunity losses, and lost profits, as well as damages, will become an issue.
Were the company reviewed by the administration and the company controlled by "Owner Watanabe" the same?
If Best Miraicle is not deceiving the administration, it would be enough to show the application forms, notification of changes, business explanations, and documents regarding officers, shareholders, and beneficial owners submitted to the administration.
The issue is not just whether Mr. Hisashi Yano's name was in the registry. It is whether, at the time of the administrative review, it was even communicated that Mr. Watanabe was the "Watanabe Owner" who received reports and gave instructions regarding important matters.
If, while explaining to government agencies, property and casualty insurance companies, insurance agencies, banks, industry associations, and business partners that Mr. Yano was the independent ultimate decision-maker, he was actually waiting for instructions from Mr. Watanabe, then the premise of the company image presented to the reviewing side collapses.
The declarations and explanations to be confirmed are as follows:
- Registration related to company establishment, officer changes, shareholder changes, and head office relocation, as well as its substantive decision-maker.
- Construction industry license application, list of officers, business manager, full-time engineer, and actual status of business offices.
- Business organization, installers, and responsible persons at the time of notification or registration regarding specific liquefied petroleum gas equipment construction business.
- Explanation of company profile, shareholders, ultimate beneficial owners, concurrent positions, and conflicts of interest submitted to non-life insurance companies, insurance agencies, and reinsurance parties.
- Documents submitted to financial institutions for account opening, loan processing, identity verification, and verification of beneficial owners.
- Management, qualified personnel, business offices, construction systems, and past business performance explained in the application for joining the industry association.
- Relationship with Best Miraicle declared in the IPO review, related party survey, and anti-social forces check of Last One Mile Co., Ltd.
- A record explaining the burden of advertising expenses on the last-mile side, the advertising practical work by employees, and Mr. Watanabe's dual position.
Listing Mr. Yano as the representative on the documents submitted to the administration and having Mr. Watanabe make the actual management decisions does not mean that everything is immediately illegal.
However, in licensing, insurance partnerships, bank transactions, and listing reviews, if the person who substantially controls the company was intentionally hidden—despite that fact influencing the decisions—this is not merely a difference between the nominee and the reality. It is a problem where authorities and business partners were forced to make decisions without being informed of crucial facts.
The easiest way to explain that you are not deceiving the administration is not to announce, "We are operating legally." It is to show what you actually submitted and explained to the administration.
Operations started in 2013, construction business license obtained in 2023, and LP gas equipment installation registration in 2025
Official history of Best MilicleThe document includes the following chronological timeline regarding the company's business launch and the acquisition of licenses and permits.
- In June 2013, we launched the facility management support business and the housing equipment sales business.
- In April 2017, we started our renovation and LP gas sales consulting business.
- In September 2019, we launched the residential equipment warranty business.
- In December 2019, we launched a restoration cost compensation service and a hassle-free move-in support business.
- In March 2023, the company obtained a General Construction Business License (No. 156565).
- In February 2025, obtained Specific Liquefied Petroleum Gas Equipment Construction Business Operator Registration No. 6828.
- In August 2025, the company joined the Tohoku Liquefied Petroleum Gas Safety Council and the Miyagi Prefecture LP Gas Association (a general incorporated association).
It took about 10 years from the time we launched our equipment sales, equipment management, remodeling, and LP gas-related businesses until we obtained our construction business license, and about 12 years until we were registered as a designated liquefied petroleum gas equipment contractor.
This does not mean that all transactions during this period were immediately considered unauthorized construction. There were likely cases where Best Mirai-Kuru outsourced the actual construction work to licensed contractors and was responsible only for sales, brokerage, management, and warranties.
That is precisely why, rather than abstractly answering that "our company does not perform construction" for projects before obtaining licenses and approvals, it is necessary to clarify the roles on a per-contract basis.
- A list of contracts for equipment sales, repairs, replacements, renovations, restoration to original condition, and LP gas installation work entered into prior to obtaining the necessary permits and approvals.
- The contracting party, contract amount, scope of work, construction site, construction period, and actual contractor for each contract.
- Construction business licenses, qualifications, notifications, and registrations held by each contractor.
- Was Best Mirakuru the prime contractor, subcontractor, seller, referrer, administrator, guarantor, or administrative agent?
- How was the contractor identified in contracts, quotes, invoices, and on the website?
- The legal basis for determining that permits and licenses are not required, inquiries made to administrative authorities, and the opinions of experts.
- Do the past construction and project records submitted to the government match the actual terms of the contract?
Showing only 2023 onwards, when the permit was obtained, does not explain the contracts from 2013 to 2022, because the current permit is not a time machine that retroactively legalizes all past transactions.
If Mr. Watanabe, as the de facto owner, was the one making decisions regarding the nature of the business, business partners, and construction arrangements, then he cannot distance himself from the business activities that took place prior to obtaining the necessary permits and licenses by claiming that “President Yano made those decisions.”
Mr. Watanabe lied about having obtained permits and approvals from the Financial Services Agency and was sent to the prosecutors on suspicion of violating the Financial Instruments and Exchange Act, so investigations into these areas should be conducted comprehensively.
Did the property and casualty insurance company only verify Mr. Hisashi Yano’s conflict of interest and overlook owner Watanabe?
Official explanation regarding Best Milicle's housing equipment warrantyTherefore, it is explained that they partner with a major domestic property and casualty insurance company and reinsure the warranty products.
Furthermore, in a public interview with Hisashi Yano, he explained that a certain property and casualty insurance company had informed him that it could not support his guarantee business until he had resolved a conflict of interest between himself and the gas industry.
It is only natural that the property and casualty insurance company raised concerns about Mr. Yano’s conflict of interest.
So, did the same property and casualty insurance companies and agencies know that Watanabe Owner, the founder of Best Mirai Cle and the ultimate decision-maker on important matters, served as a director of Last One Mile Co., Ltd., and was allowing that company's funds and advertising infrastructure to be used by Best Mirai Cle?
If the non-life insurance company had strictly verified only the conflict of interest involving Mr. Yano’s previous employers and had not been informed of the conflict of interest between Mr. Watanabe and the company preparing for its IPO, then the review conducted by the non-life insurance company would have been based on incomplete company information.
In the same interview, Best Miracle’s home appliance warranty program was explained, including how the majority of the service fees are paid to insurance companies as premiums, and how insurance payouts are used to cover repair costs in the event of a breakdown. It was also explained that the program can be operated even without insurance licensing by partnering with companies that sell appliances directly to consumers.
This is not a mere play on words to suggest that simply including the word “warranty” in a product name exempts it from all insurance solicitation regulations.
- Who, respectively, were the policyholder, the insured, the person paying the premiums, the beneficiary, and the user of the guarantee service?
- What specific roles did Best Mirai-Kur, the equipment manufacturer, the property and casualty insurance company, the insurance brokerage, and the distributor each play?
- Who was responsible for explaining products to customers, making sales pitches, concluding contracts, collecting payments, providing renewal notices, and handling accident reports?
- Were the activities related to insurance solicitation carried out by a registered insurance solicitor or insurance agency?
- Contract structures, legal opinions, and records of approval from property and casualty insurance companies that concluded the business could be operated “even without a license.”
- To what extent was Last Mile Co., Ltd. involved in advertising, customer referrals, and the acquisition of applications or contracts?
- Did they explain to the property and casualty insurance companies and their agencies the advertising costs incurred by Last One Mile and the relationship of de facto control held by Makoto Watanabe?
- Were any referral fees, recruitment fees, sales commissions, or other payments made to Mr. Watanabe or Last One Mile?
The name and reputation of a property and casualty insurance company serve as a major selling point that instills confidence in its insurance products. Since the company uses this reputation to attract customers, it must accurately explain the contract structure, eligibility requirements, beneficial owners, and who bears the sales costs.
If you have asked Mr. Yano to resolve his conflict of interest, please apply the same standard to Owner Watanabe.
Company expenses through Best Miraicle, with reward points even accruing to Makoto Watanabe personally
The issue surrounding Best Miraicle's corporate funds is not just about advertising expenses.
According to the facts known to our association, expenses that should have originally been processed as expenses for Last One Mile Inc. were repeatedly made to be borne by Mr. Watanabe's affiliated companies, including Best Miraicle and Broad Support Inc., and were settled using Mr. Watanabe's personal credit card.
As a result, points and mileage generated from money spent for company business accrued to Mr. Watanabe personally.
This process simultaneously generates two benefits.
- Best Mirai Cycle obtains advertisements, customers, contracts, and sales through the cost burden on the last-mile side.
- Makoto Watanabe earns points and mileage by paying for company business expenses with his personal credit card.
- Routing the transactions through affiliated companies obscures the operational realities from Last One Mile Inc.'s standard expense approval processes and internal audits.
Increasing Best Miricle's sales, increasing Mr. Watanabe's personal points, and finally passing only the expenses back to Last One Mile Inc. Calling this rational expense processing is something only Mr. Watanabe's household account book would do.
Points and mileage generated from company expenses also have economic value. If Mr. Watanabe acquired them personally and used them for private purposes, issues will arise regarding their return to the company, accounting and tax treatment as executive compensation or economic benefits, withholding income tax, and the appropriateness of disclosure.
During the training, he talks about cutting the pay of or firing employees who use company cards for personal use, while he himself reroutes company expenses to an affiliated company to acquire personal credit card points.
If employees face retroactive punishment while the representative receives point benefits through affiliated companies, that is not internal control, but a caste system.
The common separate corporate entity magic shared by Best Mirai Crew, Broad Support, and HOTEL STUDIO
Looking at the Best Milycle issue in isolation, it might just look like advertising costs and a conflict of interest for a single company.
However, when compared to the issues surrounding Makoto Watanabe that we have examined up to recently, a common method emerges.
- At Best Mirai Crew, using the structure of an external corporate entity, the advertising expenses and business foundation for the last mile were utilized for Watanabe-owner's side.
- At Broad Support Co., Ltd., approximately 46.2 million yen in funds were leaked over a period of 33 months via a separate corporate entity.
- At HOTEL STUDIO Co., Ltd., a single construction project was split into multiple invoices, and after the illegality was pointed out, an attempt was made to arrange the records and explanations.
- Regarding the relationship with the major shareholders, he explained that even if a problem arose, the major shareholders would clean up the mess, and that he was just a salaried president who merely followed orders.
Split the corporations. Split the invoices. Split the payment routes. Separate the nominal representative from the actual decision-maker. And when trouble arises, they even try to split the responsibility.
However, if you connect the company that bore the expenses, the company that made the profit, and the person who made the final decision, all the divided lines lead back to Mr. Watanabe.
The Prosecutors' Union, part of a separate media outlet called "Okami no Union," releasedMamizuka Memo articleNow, the title of the document states "Overall Diagram of Fraud by Last One Mile Group Co., Ltd."
If the prosecutors and the National Tax Agency are truly tracking the funds, related corporations, and ultimate beneficial owners around the last mile, there is no reason to exclude Best Miracle from the scope of their investigation.
If investors in Company N are strictly questioning the names and realities, the flow of funds, and the ultimate beneficial owners, yet fail to investigate the issue of a listed company's director using corporate funds for an external company known as "Owner Watanabe," then what the National Tax Agency and the prosecutors are pursuing is not money.
Only people who easily fit into the narrative they have created.
Records to be preserved by personnel related to Last One Mile and Best Mirai Cure
In this case, there is a risk that only the employees who followed Makoto Watanabe's instructions, believing them to be work orders, and handled advertising, production, expense processing, and customer service will later be held responsible as the executors of the transaction.
The following records must be kept in order to clarify who designed the transaction, who approved the budget, and who profited from it.
- Contracts and memorandums of understanding regarding advertising, sales, introductions, outsourcing, and other agreements related to Best Mirai Cle.
- Budget and actual results data for advertising expenses, production costs, operation costs, system costs, outsourcing costs, and personnel expenses.
- advertising account, management screen, publication period, submission contents, performance report, and billing records.
- Customer information, inquiry information, and contract information introduced or transmitted to Best Mirai Cle.
- Emails, chats, call and meeting records between Makoto Watanabe, Hisashi Yano, officers and others of Last One Mile Inc.
- A record showing that Mr. Yano explained it as "Owner Watanabe" and was awaiting instructions from Mr. Watanabe.
- Minutes and approval records of the Board of Directors meetings, management meetings, related-party transaction reviews, and conflict-of-interest reviews.
- The related party questionnaire, concurrent position notification, shareholding notification, and conflict of interest declaration submitted by Mr. Watanabe.
- Best Miraikuru's shareholder registry, share transfer agreement, voting proxy, repurchase agreement, and creation of security.
- Explanatory materials on company and control relationships submitted to non-life insurance companies, insurance agencies, banks, administrative agencies, and industry associations.
- Construction, equipment sales, repair, warranty, and LP gas-related contracts concluded from 2013 until the acquisition of each license and permit.
- Records of expenses routed through Best Miraicle, Broad Support, and other affiliated companies, personal card payments, points, and mileage.
- Instructions to delete data, change explanations, revise minutes, replace contracts, or coordinate stories, issued after the discovery of the problem.
There is no need to alter company originals or align explanations with others. Independently organizing what you actually saw and heard, what you were instructed to do, and what you processed protects both the employees themselves and the company.
Open questions to Makoto Watanabe, Hisashi Yano, and Best Miraiicle
Open Questions to Mr. Makoto Watanabe
- From the latter half of 2020 to the first half of 2021, did you have Last One Mile Inc. use its advertising expenses and business foundation to promote the products of Best Miraicle Inc.?
- Please clarify the total cost and scope of the last-mile expenses, personnel, media, systems, and customer information used for the advertisement.
- Please clarify the consideration, referral fees, sales commissions, and profits paid from Best Mirai Cruise to Last One Mile Co., Ltd.
- Were you called "Owner Watanabe" by Mr. Hisashi Yano, and did you receive reports on important matters and issue instructions?
- Did you hold shares, voting rights, profit distribution rights, repurchase rights, security interests, or other economic rights in Best Mirai Cle around 2020 to 2021?
- Please explain why, despite reportedly "selling all companies" around 2018, you continued to make decisions as "Owner Watanabe" after the sales.
- Have you disclosed your ultimate beneficial ownership and all profits regarding the transaction with Best Mirai Kurabu to the Board of Directors of Last One Mile Inc.?
- Did you recuse yourself from the board of directors' discussion and voting on the conflict-of-interest transaction?
- 関連当事者調査票、兼職届、株式保有届及び上場審査資料へ、ベストミライクルとの実際の関係を記載しましたか。
- 行政、損害保険会社、保険代理店、金融機関及び業界団体へ、自らが実質的オーナーであることを説明しましたか。
- ベストミライクル又はブロードサポートを経由して会社経費を個人カードで決済し、ポイントやマイレージを取得しましたか。
- 取得したポイント、マイレージその他の経済的利益を株式会社ラストワンマイルへ返還しましたか。
- 本件に関する株式、契約、口座、広告、経費、行政申請及び損害保険会社との記録を、独立した第三者調査へ提出しますか。
矢野寿氏・ベストミライクル株式会社への公開質問
- 矢野寿氏は、渡辺誠氏を「渡辺オーナー」と呼び、重要事項について同氏の確認と指示を受けていましたか。
- 渡辺氏がベストミライクルの最終意思決定者だった期間と、具体的な権限を明らかにしてください。
- ベストミライクルの現在及び過去の株主、実質的支配者、議決権行使者、貸付人及び利益受領者を明らかにしてください。
- 株式会社ラストワンマイルが負担した広告費、人件費、制作費及びシステム費の総額を把握していますか。
- 同社から提供された広告、顧客、契約、データ及びその他の利益に対し、ベストミライクルはいくらを支払いましたか。
- 行政、損害保険会社、保険代理店、金融機関及び業界団体へ、渡辺氏の実質的支配を説明しましたか。
- 建設業許可及び特定液化石油ガス設備工事事業者に関する申請・届出で、実際の経営者、営業所、技術者、施工体制を正確に申告しましたか。
- 各許認可取得前に受注した工事、修理、交換、リフォーム及びLPガス関連案件を一覧化できますか。
- 住宅設備保証について、保険募集、料金徴収、契約締結、更新案内及び事故受付を誰が担当しましたか。
- 「保険の資格がなくても運営できる」という仕組みについて、損害保険会社又は保険代理店から正式な法的確認を得ていますか。
- 株式会社ラストワンマイル、ベストミライクル、渡辺誠氏個人カードの間で行われた全ての経費精算とポイント取得を明らかにしてください。
- 本件に関する全ての申請書、契約書、会計記録、メール、チャット及びカード明細を保全していますか。
Open Questions to the Board of Directors and Audit & Supervisory Committee of Last1Mile Co., Ltd.
- 取締役会は、渡辺誠氏がベストミライクルの創業者かつ実質的オーナーであることを把握していましたか。
- ベストミライクル代表者が渡辺氏を「オーナー」と呼び、重要事項について指示を受けていた事実を調査しましたか。
- 株式会社ラストワンマイルがベストミライクルの広告費、制作費、人件費その他を負担した事実を把握していますか。
- 本件を利益相反取引として取締役会で審議し、渡辺氏を議決から除外しましたか。
- 承認した場合、取引条件、会社側の利益、広告費上限、手数料率及び審議資料を明らかにしてください。
- 取引後、渡辺氏から会社法第365条第2項に基づく重要事実の報告を受けましたか。
- 関連当事者調査票と有価証券報告書に、ベストミライクルとの関係及び取引を記載しなかった理由を明らかにしてください。
- 上場審査時、主幹事証券、東京証券取引所及び会計監査人へ本件を報告しましたか。
- ベストミライクルやブロードサポートを経由した個人カード決済とポイント取得を調査しましたか。
- 行政又は損害保険会社へ提出された資料に、渡辺氏の実質的支配関係が正確に記載されていたか確認しましたか。
- 会社に損害が生じている場合、渡辺氏、ベストミライクルその他の受益者へ返還及び損害賠償を求めますか。
- 現在の代表取締役である渡辺氏を、本件調査の委託先選定、証拠管理、関係者聴取及び調査結果承認から外しますか。
- 本件を知る従業員、元従業員、取引先及び調査協力者への探索、口止め、不利益取扱いを禁止しますか。
- 調査結果、会社負担額、ベストミライクルの利益、最終受益者、返還額及び役員処分を市場へ公表しますか。
損害保険会社・行政機関・東京証券取引所への公開質問
損害保険会社・保険代理店への公開質問
- ベストミライクルとの提携、保険契約又は再保険関係を開始する際、同社の実質的支配者を確認しましたか。
- 渡辺誠氏が同社の創業者であり、「渡辺オーナー」として重要事項の指示を行っていたことを把握していましたか。
- 渡辺氏が株式会社ラストワンマイルの取締役であり、同社の広告費がベストミライクルのために使用されていたことを把握していましたか。
- 矢野寿氏に関する利益相反だけでなく、渡辺氏と株式会社ラストワンマイルとの利益相反を審査しましたか。
- 顧客への説明、勧誘、契約締結、料金徴収、更新及び事故受付を、登録を受けた保険募集人が行っていたか確認しましたか。
- 資格を持たない事業者でも運営できるとした契約構造について、保険業法上の適法性を確認した記録を保有していますか。
- 不完全又は事実と異なる会社情報に基づいて提携判断が行われていないか、再調査しますか。
許認可行政庁・業界団体への公開質問
- ベストミライクルが建設業許可その他の申請・届出を行った際、渡辺誠氏の実質的支配関係を把握していましたか。
- 申請書に記載された役員、経営管理責任者、技術者、営業所及び施工体制が、実際の事業運営と一致していたか確認しますか。
- 許認可取得前に同社が受注した工事、リフォーム、設備交換及びLPガス設備工事を調査しますか。
- 同社が元請又は施工主体でありながら、許可業者による施工又は単なる取次ぎであるように説明した案件がないか確認しますか。
- 行政への申請、届出又は業界団体への加入資料に事実と異なる記載が確認された場合、許認可、登録及び会員資格を再審査しますか。
- 株式会社ラストワンマイルの資金、人員及び顧客基盤がベストミライクルの事業実績として利用されていないか確認しますか。
Open letter to the Tokyo Stock Exchange and the Securities and Exchange Surveillance Commission
- 株式会社ラストワンマイルの上場審査時、渡辺誠氏とベストミライクルとの実質的な支配関係及び取引を把握していましたか。
- ラストワンマイル側の広告費負担と、ベストミライクル側に帰属した利益を関連当事者取引として審査しましたか。
- 渡辺氏が「すべての会社を売却した」と説明する一方、売却後も「渡辺オーナー」として指示を行った事実について、上場審査資料との整合を確認しますか。
- 関連当事者情報、有価証券報告書、内部統制報告書又はコーポレート・ガバナンス報告書に、不記載又は不正確な記載がないか調査しますか。
- ベストミライクル、ブロードサポート、HOTEL STUDIOその他の関係会社取引を横断し、同一の実質支配者と利益帰属を確認しますか。
Measures Sought by the Last Mile Labor Union
- Last One Mile Co., Ltd. shall immediately place this matter on the official agenda of the Board of Directors and the Audit and Supervisory Committee.
- 渡辺誠氏及び本件へ関与した役員を、調査委託先の選定、証拠管理、関係者聴取及び調査結果の承認から外すこと。
- 会社から独立した弁護士、公認会計士、保険業法及び建設業法の専門家、デジタル調査専門家による第三者調査を行うこと。
- 株式会社ラストワンマイルがベストミライクルのために負担した全ての広告費、人件費、制作費、設備費及び機会損失を算定すること。
- ベストミライクルが得た顧客、契約、売上、継続収益及び企業価値を算定し、会社負担との対応を検証すること。
- 渡辺誠氏によるベストミライクルの株式、議決権、指揮命令、利益分配その他の実質的支配を明らかにすること。
- 関連当事者取引の承認、取引後報告、会計処理及び有価証券報告書等の開示を再検証すること。
- 行政、損害保険会社、保険代理店、金融機関、業界団体及び上場審査へ提出された全資料を相互に照合すること。
- 許認可取得前に行われた工事、設備交換、リフォーム及びLPガス設備関連案件を全件調査すること。
- 住宅設備保証の勧誘、契約、料金徴収及び事故対応について、保険業法上必要な登録と資格を確認すること。
- ベストミライクル及びブロードサポートを経由した経費処理、個人カード決済、ポイント・マイレージの取得を全件調査すること。
- 正当な対価なく会社資産が利用された場合、渡辺氏、ベストミライクルその他の受益者へ返還と損害賠償を求めること。
- 会計、税務、許認可、保険募集又は上場開示に誤りが確認された場合、関係当局へ報告し、必要な訂正を行うこと。
- 本件を知る従業員、元従業員、取引先及び調査協力者への探索、口止め、異動、降格、解雇その他の報復を禁止すること。
- 調査結果、会社負担額、受益者、返還額、訂正内容、役員処分及び再発防止策を、従業員、株主、取引先及び市場へ公表すること。
責任を負うときはサラリーマン、利益を受けるときは渡辺オーナー
渡辺誠氏は、株式会社ラストワンマイルでは、大株主から命令を受けて動くサラリーマン社長だと説明しています。
しかし、ベストミライクルでは、登記上の代表取締役から「渡辺オーナー」と呼ばれ、重要事項について報告を受け、指示を出していました。
その渡辺オーナーの会社を宣伝するために、株式会社ラストワンマイルの金、広告基盤、人員及び信用が使われました。さらに、関係会社を経由した会社経費の決済から、渡辺氏個人へポイントやマイレージまで帰属していました。
行政と損害保険会社へは、矢野寿氏が代表する独立した会社として説明し、実際には渡辺オーナーが最終判断をしていたのであれば、表の会社説明と裏の指揮命令が一致していません。
事業開始から許認可取得までの長い期間についても、現在の許可証を掲げるだけでは説明になりません。誰が契約し、誰が施工し、誰が顧客へ説明し、誰が保険募集を行ったのかを、案件ごとに明らかにしてください。
ベストミライクルが正当な独立会社であり、株式会社ラストワンマイルとの取引が公平だったのであれば、株主名簿、取締役会議事録、広告契約、収支、行政申請、損保との契約を公開すれば済みます。
それを示さず、「渡辺オーナー」という実態だけが残るのであれば、会社を売却したという説明も、利益相反はなかったという説明も、行政へ正しく申告したという説明も成立しません。
株式会社ラストワンマイルは、渡辺誠氏の個人会社を育てるために上場したのではありません。そこで働く労働者、会社へ投資した株主、取引先及び顧客のために運営される会社です。
責任を負うときだけサラリーマンへ戻り、利益を得るときだけオーナーになることはできません。
渡辺オーナーが受けた利益を、ラストワンマイルの帳簿、ベストミライクルの契約、行政へ提出した書類から、全て明らかにしてください。