Operation to drag even Premium Water HD into insider information
A new internal situation progressing at the core of management at Last One Mile Inc. has been reported to our union by a close aide to Mr. Makoto Watanabe.
According to internal whistleblowing from close aides, within Last One Mile, a de facto split into factions had existed for about two years: a "Premium side," considered close to the top shareholder Premium Water Holdings, Inc., and a "Watanabe side," led by Makoto Watanabe and his close associates.
Until now, the Watanabe side has covered up misconduct surrounding Mr. Watanabe within the company. Every time an internal whistleblowing report was made, rather than investigating the content of the report, they repeatedly hunted for the whistleblower and imposed punishments. However, as problems have surfaced one after another—such as document referrals to prosecutors, capital outflows, conflicts of interest, external director gender issues, accounting fraud, information sharing with the National Tax Agency and prosecutors, and the spread of insider information—it is reported that pressure is currently mounting from the Premium side to hold the Watanabe side accountable.
That is why Mr. Watanabe and his close aides chose not to normalize the company, but rather to step down as directors at the next regular shareholders' meeting in late November, creating the appearance of a "peaceful expiration of their term" and planning to escape along with all responsibility.
Moreover, it has been reported through a whistleblower that even after stepping down, Mr. Watanabe retained only his shares and economic interests while repeatedly vowing to "definitely crush" Premium Water Holdings, which is pursuing him, explaining this strategy to his close aides as the "Premium Extermination Tactic."
And now, a new problem has been added to that plan. After stating to the effect that he alone knew undisclosed information and sold his shares ahead of time, Mr. Watanabe has been spreading information regarding the indictment of defendant Kazuyoshi Nakano to Last One Mile executives, calling it "insider information."
A considerable number of executives at Last One Mile also include individuals referred to internally as the "premium side." In other words, Mr. Watanabe is forcing even those officials on the premium side who began investigating his actions to listen to unwanted, unpublished information, and is attempting to drag them into dealing with the Financial Services Agency and the Securities and Exchange Surveillance Commission.
Selling your own shares first, leaking information to the remaining executives, stepping down in November, and even crushing the leading shareholder who demanded accountability. If this truly is the "Premium Destroyer Tactic," the ones about to be destroyed are not just Premium Water Holdings. They are Last Mile Inc.'s internal controls, minority shareholders' interests, employees' livelihoods, and market trust.
PREMIUM WATER HOLDINGS is the largest shareholder with a 34.39% stake.
Corporate Governance Report of Last Mile Inc.Now, Premium Water Holdings, Inc. is listed as the largest shareholder, holding 34.39% of Last One Mile's shares.
The same report states "Existence of parent company: None," meaning it is not a formal parent company under the Companies Act or for disclosure purposes. However, through the 2023 tender offer, it became the shareholder with the largest voting rights, and Last Mile itself has explained business synergies with Premium Water Holdings to society as part of its growth strategy.
Explanation of the last-mile in a tender offerTherefore, the company positions this relationship as a "positive choice," aiming to reduce the risk of stock price declines and improve financial performance.
However, an internal whistleblower report has emerged stating that within the company, the Representative Director, Chairman and CEO has vowed to "crush" the party involved in that "positive choice," creating a situation where executives from the Premium side are being implicated as recipients of insider information.
In the explanation of the capital and business alliance, it's "synergy"; internally, it's "eradication." If such contradictory language is used depending on whether it's for shareholders or close aides, it must be clarified which is the true management policy.
Insider harassment where even executives on the premium side are unilaterally changed to information recipients
In the previous article, we investigated the issue where Makoto Watanabe stated, "I was the only one who sold first," and then spread information regarding the indictment of defendant Toshiyuki Nakano to Last Mile executives, labeling it as "insider information."
This time, an internal whistleblower close to Mr. Watanabe has revealed that the executives who were told this information include officers recognized within the company as belonging to the "premium side."
Simply hearing unpublished material information unilaterally does not immediately make an executive a violator of insider trading. However, from the moment that information is heard, the possibility arises that at a later date they may be required to provide an explanation regarding their own and their family's securities transactions, the holding status of the target stock, the date and time the information was received, and whether or not it was communicated to others.
If Mr. Watanabe intentionally spread the information to the executives on the premium side, the possible objective is one of the following:
- Ensure that the executives on the premium side have the same information, avoiding a situation where only you are the target of the investigation.
- It effectively restricts stock trading by executives who have received the information and imposes the burden of responding to financial authorities.
- It makes it look like the premium side also has responsibility for information management, thereby weakening accountability.
- Involving even executives on the side of the principal shareholder, keeping the entire company away from reporting to financial authorities.
- Dilute responsibility by spreading one's own trades and communications into an issue for the entire executive board.
For any purpose, this is not normal information management for a representative director.
I sell first, and distribute information to the pursuing executives afterwards. This is not information sharing, but rather the forcing of insider information using company meetings.
The internal conflict between the "Premium side" and the "Watanabe side," which has been ongoing for about two years
According to a whistleblower close to Makoto Watanabe, the factional conflict within Last One Mile did not suddenly start this time.
According to the report, for about two years now, the company has been divided into a "Premium side," which values its relationship with Premium Water Holdings and demands the governance and accountability expected of a listed company, and a "Watanabe side," centered around Mr. Watanabe and his close associates.
Meanwhile, it is alleged that instead of conducting independent investigations each time a problem came to light, the Watanabe side prioritized identifying and eliminating whistleblowers.
- Before looking at the report content, find out who made the report.
- Transferring an employee suspected of being a whistleblower to a department unrelated to their expertise.
- Punishing the officers and employees who pointed out the wrongdoing, while protecting the close aides who were accused of it.
- They attempt to identify the informant by using company devices, interviews, personnel evaluations, and the like.
- Provide explanations that are favorable to the management to the Board of Directors, the Audit and Supervisory Committee, audit firms, or other third parties.
- Treat surface problems as interpersonal conflicts or the grievances of departed employees.
However, even if you eliminate a single whistleblower, you cannot transfer away the document referral notice, trading history in securities accounts, company accounting data, internal chat logs, board meeting minutes, or records from the national tax authorities.
Internal information that successive problems have surfaced and responsibility is now being shifted from the Premium side to the Watanabe side indicates that, as a result of trying to contain the issue by hunting for whistleblowers, they have lost trust even from within the management team.
Late November shareholders' meetings are not a get-out-of-jail-free card
Last Mile Inc.'s fiscal year ends in August, and the ordinary general meeting of shareholders is held in late November.
According to an internal whistleblowing report from Mr. Watanabe's close aide, individuals close to Mr. Watanabe have repeatedly stated their intention to step down upon the expiration of their terms at the next shareholders' meeting, leaving the responsibility for the fraud with the company while they get away scot-free.
At the next shareholders' meeting, I'll make it look like a smooth completion of my term and step down from my executive position. I'll protect only my shares and leave the rest of the responsibility to the company and the people who remain.
However, the resignation letter is not a document that erases past securities transactions, conflict-of-interest transactions, use of company funds, board resolutions, explanations to the audit firm, or responses to whistleblowers.
Acts performed while in office remain subject to liability for damages under the Companies Act, investigations under the Financial Instruments and Exchange Act, criminal proceedings, shareholder derivative suits, and explanations to regulatory authorities even after leaving office.
Rather, if they all resign at once and retain only their shares immediately after numerous suspicions of fraud come to light and the principal shareholder intensifies its pursuit of responsibility, the resignation itself becomes a new subject of scrutiny as to whether it is part of a plan to evade responsibility.
The late November shareholders' meeting is not a day to make a clean getaway. It is a day to confirm in front of the shareholders who knew what, what was hidden, what was approved, and who profited.
The "premium destroyer tactic" is retaliation against the largest shareholder and self-harm against minority shareholders.
According to an internal whistle-blower close to Makoto Watanabe, Watanabe harbors a strong grudge against Premium Water Holdings for holding him accountable and repeatedly vows to "destroy them."
They call it the "premium expulsion tactic," but the act of crushing the top shareholder does not cause damage to the top shareholder alone.
- It damages business opportunities and credibility through a capital and business alliance.
- Devaluing the last-one-mile shares and causing damage to minority shareholders.
- Involve executives deemed to be on the premium side in the financial authority's investigation.
- Redirecting internal corporate decision-making away from business and toward factional struggles.
- Using expenses, personnel costs, legal affairs, IR, and board of directors time for personal retaliation.
- It gives employees, business partners, financial institutions, and the market the impression that the company is out of control.
Mr. Watanabe himself also holds an 8.83% stake. Crushing the largest shareholder and damaging the company's credibility and stock price would also lower the value of his own shares.
If you burn down your own assets, company assets, employees' livelihoods, and even the interests of minority shareholders just to execute a "mutual destruction" strategy, that is not a business strategy.
It is not a premium destroyer tactic, but an in-house destroyer tactic involving Last One Mile Inc.
Records that the Board of Directors and Premium Water Holdings should preserve immediately
While waiting for the late November general shareholders' meeting, we must not allow terminals, chats, meeting materials, and securities trading records to be lost.
The Board of Directors and Audit and Supervisory Committee of Last Mile Works Co., Ltd. and Premium Water Holdings, Inc. must take measures to preserve at least the following records.
- The date and time when Makoto Watanabe first obtained the non-public information, the party from whom he obtained it, and the method by which he obtained it.
- Trading history for the target stocks in the securities accounts held by Mr. Watanabe himself, his relatives, his close associates, affiliated corporations, and others.
- Records of meetings, dinners, and communications in which statements such as “I was the only one who sold early” and “That’s insider information” were made.
- A list of directors, executive officers, and senior executives on both the Premium side and the Watanabe side who received the information in question.
- Emails, chats, and meeting materials regarding factional conflict, blaming/accountability, executive resignations, and shareholders' meeting responses.
- Statements such as “I’ll step down in November and get away with it” and “I’ll definitely shut down Premium,” as well as related instructions.
- Information sharing, reporting, inquiries, and response records to Premium Water Holdings.
- Records regarding the search for whistleblowers, device checks, reassignments, performance evaluation changes, and disciplinary actions.
- Stock trading, collateral creation, proxy voting, sales reservations, and transfer of profits to related parties by outgoing officials.
- Instructions to delete data, replace devices, revise minutes, and align explanations after this matter came to light.
Open Questions to Makoto Watanabe, Last Mile, and Premium Water Holdings
Open Questions to Mr. Makoto Watanabe
- Do you have the perception that within Last One Mile Co., Ltd., there is a division into factions known as the "Premium side" and the "Watanabe side"?
- Are you being held accountable by executives on the premium side for your document referral to prosecutors, embezzlement of company funds, conflict of interest, accounting fraud, or other matters?
- Did you pass on information regarding the indictment against defendant Nakano Shukki to an executive believed to be associated with Premium?
- Did you describe the information in question as "insider information"?
- Did you sell any shares or other securities of the company in question before or after learning of this information?
- What was the purpose of sharing this information with executives at Premium?
- Do you plan to step down from the Board of Directors at the next annual shareholders' meeting in late November?
- Did you convey to your close associates that you would retain your shares even after stepping down, and that the company and the remaining executives and employees would bear the responsibility?
- Did you say that you will "definitely crush" Premium Water Holdings, Inc.?
- Did you explain that plan to your close aides as the "Premium Destroyer Tactic"?
- Please explain the basis for your determination that attacking the largest shareholder is in the best interests of Last One Mile, Inc. and its minority shareholders.
- Will you fully cooperate, even after stepping down, with investigations regarding securities transactions, communication of information, conflict-of-interest transactions, and the use of company resources during your tenure?
Open Questions to the Board of Directors and Audit & Supervisory Committee of Last1Mile Co., Ltd.
- Are you aware that there is a factional conflict within the company between the "Premium faction" and the "Watanabe faction"?
- Have you investigated whether Makoto Watanabe disclosed undisclosed information to executives at Premium?
- Did you identify all employees who received the information and instruct them to suspend trading of the relevant securities and preserve the trading records?
- Are you aware of the plan for Mr. Watanabe and his close associates to step down in late November?
- Have you taken measures to prevent employees who are scheduled to leave the company from transferring evidence, company assets, transactions, stock, and internal information?
- Did you deliberate on the statement "We will definitely crush Premium" in relation to his fiduciary duty as representative director and the company's interests?
- Have you reported this matter to the Securities and Exchange Surveillance Commission, the Tokyo Stock Exchange, the accounting auditor, and Premium Water Holdings, Inc.?
- Did you exclude Mr. Watanabe from the selection of the investigation contractor, evidence management, interviews with related parties, and approval of the investigation results?
- Do you explicitly state that you will not subject the whistleblower and the executive allegedly on the premium side to adverse personnel actions, changes in evaluations, or demands for resignation?
- Will you disclose the results of an independent third-party investigation to shareholders prior to the shareholders' meeting?
Open Questions for Premium Water Holdings, Inc.
- Are you aware of the internal report alleging that Makoto Watanabe sold his shares in advance after learning of undisclosed information and subsequently shared that information with Last Mile executives?
- Have you confirmed that the “last-mile” executive—who is said to be close to your company—was unilaterally informed of this information?
- 情報受領者となった役職者の証券取引及び通信記録を保全していますか。
- 渡辺氏及びその側近らが、貴社を「必ず潰す」と語っているとの情報を把握していますか。
- 渡辺氏らが11月下旬の株主総会で退任し、責任を残る役職員へ転嫁する計画を把握していますか。
- 筆頭株主として、渡辺氏を調査から除外した独立調査をラストワンマイルへ要求しますか。
- 次回株主総会における取締役選任議案、責任追及、損害回復及び証拠保全について、具体的な方針を公表しますか。
- 少数株主と従業員の利益を守るため、調査結果と対応方針を市場へ説明しますか。
Measures Sought by the Last Mile Labor Union
- 株式会社ラストワンマイルは、未公表情報を受け取った全ての役職者を確定し、対象銘柄の売買及び通信記録を保全すること。
- 渡辺誠氏本人、親族、側近及び関係法人の証券取引について、権限ある調査機関へ全記録を提出すること。
- 渡辺氏を、本件調査、証拠管理、関係者聴取及び株主総会議案の策定から外すこと。
- 11月下旬の株主総会前に、独立した第三者委員会による調査を開始すること。
- 退任予定者によるデータ削除、端末交換、関係会社への資産移転、株式処分及び関係者への接触を監視すること。
- 証券取引等監視委員会、東京証券取引所、会計監査人及び筆頭株主へ本件を正式に報告すること。
- 内部通報者、情報を一方的に聞かされた幹部及び調査協力者への報復を禁止すること。
- プレミアムウォーターホールディングスは、筆頭株主として、会社と少数株主の利益を優先した取締役会の再構築を求めること。
- 在任中の行為によって会社へ損害が生じた場合、退任後であっても渡辺氏及び関係役員へ返還と損害賠償を求めること。
- 調査結果、売買履歴、情報伝達範囲、会社損害、役員処分及び再発防止策を市場へ具体的に公表すること。
11月の退任届は過去の取引履歴を消すシュレッダーではない
渡辺誠氏の側近からの内部通報が示す「プレミアム駆逐戦法」は、責任を取って会社を去る計画ではありません。
自分だけは先に売ったと語り、プレミアム側の幹部へ後から情報を広め、11月下旬に役員職から退き、株式と経済的利益だけを保持し、自らを追及した筆頭株主へ報復する計画です。
しかし、役職は株主総会で外せても、証券会社の取引履歴、会社の会計記録、社内チャット、弁護士との通信、国税・検察からの情報取得経路までは外せません。
11月の退任届は、過去の記録を消すシュレッダーではありません。むしろ、なぜ責任追及が始まった時期に退任し、誰へ責任を残し、何を持って会社を出ようとしているのかを確認する、新たな証拠になります。
プレミアムウォーターホールディングスを潰す前に、株式会社ラストワンマイルの取締役会は、渡辺誠氏の証券口座と退任計画を開いてください。
逃げ切りのゴールテープとして用意した株主総会を、株主による責任追及のスタートラインへ変える。それが、会社と労働者を守るために必要な11月の使い方です。