To other companies, they say, "Reveal it"; to their own company, they remain silent and continue to run away.
Regarding other companies, he says, "We will have them delisted and require them to disclose information." On the other hand, regarding the prosecution of company executives, allegations of fictitious sales during the listing application period, tax inspections by the national government, and harassment complaints against executives and workers, it is unclear what the company investigated and how it made its decisions. Watanabe Makoto's disclosure standards seem to become more strict when they are applied outside the company, and disappear when they are applied within the company.
What the Last One Mile Labor Union is concerned about is not the idea that if we list all the inconvenient facts, an obligation to disclose them automatically arises; rather, it is the fact that information directly related to the company’s figures, finances, personnel, and management decisions is being presented in such a specific way. Even so, we have not been able to confirm the public documents explaining the scope of the investigation, the facts verified, the impact on the company, or the decision to disclose.
Even after going through all this, we still don’t know what was checked. This situation is too serious for a publicly listed company. Is it the result of the company’s understanding and judgment, or is the information necessary for the judgment being held back by the management? This time, we will reexamine Watanabe’s work as a director, the board of directors, and the audit and supervisory committee, from the perspective of “disclosure.”
"We will require disclosure and reporting from other companies as well." We would like you to apply that same principle to our company as well.
The National Tax Union of the "Wolf Union" issued a statement on October 19th stating:"Kumamoto National Tax Bureau's Okabe Hiroshi and a comeback against the prosecutor and Watanabe Makoto of the last mile! 'Eliminating the listing will be done directly to the company' hits the company directly"Here, we focus on the alleged efforts to persuade other companies that Mr. Watanabe was talking about with the executives.
The article states that, as a clarification from the relevant parties, the other companies involved in the angel tax system had three members, while on the last-mile side, the information stated that the number involved and using the service was double or triple that of the other companies. The information also stated that Satoshi Saito, the person in charge of the listing, received a start-up capital and was conducting business based on that. Therefore, the question that is being pointed out is: what did Watanabe, who demanded strict explanations from other companies, check on within his own company?
What the union emphasizes from this perspective is not competition over numbers but contact with the company. If the management instructs and a specialist who has handled listed company matters explains, and the proposals are spread to directors and employees, and the process involves compensation and the company’s reputation, then the work of determining where it all falls into the realm of individual transactions and where the company’s problem lies arises.
If you thought that the circumstances were such that Watanabe would seek disclosure from another company, would he have first presented the same kind of information to his own board of directors and audit committee? He would explain in detail to executives who want to hear his side of the story, but would not explain to the oversight body that should make the decision as a company and the shareholders. If there is a distinction in this, it means that the decision is based on who they want to hear what, rather than the importance of the information.
Rather than boasting about taking a company public, please explain the decision to disclose for your own company. What is needed for the management of a publicly listed company is not the ability to forewarn the departure of others, but the work to ensure that their company maintains market trust and survives.
The most pressing question to ask is the discrepancy between the fictitious sales during the IPO period and the accuracy of the numbers read by shareholders.
The connection to the disclosure is particularly direct in the case of the allegations regarding fictitious sales during the IPO filing period. The Association has disclosed information that Kenji Kudo, who was a director at the time, conspired with Watanabe and Nakano Kishi to artificially inflate sales from a separate company controlled by them and to record them as call center sales.
This is not just a question of what the executives said outside the company; it is a question of whether the sales of the company were recorded and used as an explanation at the time of listing. By verifying whether the transaction actually took place, whether services were truly provided, and when and how much was recorded, and which submission documents were reflected, it directly relates to verifying the financial information presented to shareholders.
In addition to contracts and invoices, companies should also request that the records of the business at the time, records from the counterparties, and instructions for deposits, withdrawals, and approval be reviewed. If sales that do not exist are confirmed, it is necessary to consider the impact on past sales, profits, and accounts receivable, and whether to revise the registration document for securities at the time of listing or subsequent securities reports. Who is conducting the investigation to reach that conclusion?
What is not to be missed here is that the company has already had the experience of publicly disclosing its own financial reporting deficiencies.Notice regarding significant deficiencies in internal control regarding financial reporting dated November 29, 2024We have therefore disclosed the errors in recording expenses, the handling of tax effect accounting, and the amendments to notes regarding related party transactions, as well as the insufficiency of the financial and accounting department’s control system. We explained that the necessary corrections at the time were incorporated into the financial statements, and we also mentioned strengthening the information collection and verification system.
Please check how the past improvement policy is working in light of the new transaction being pointed out. In companies where the management is said to be controlled by another company, who is currently investigating the transaction with the other company? The past public statements regarding shortcomings and the current findings should be considered separately, and simply saying that improvements have been promised cannot suffice to resolve the new concerns.
Numbers that show past growth are used as a measure of the company’s performance; questions about the transactions that produced those numbers are treated as individual matters. This change is not acceptable. If the sales have been recorded as belonging to the company, the company is also responsible for explaining those sales.
Please explain the process of filing charges and not filing charges, including the use of the company's reputation to raise funds.
It is the case that Mr. Watanabe Makoto, Mr. Machi Hiroshi, and LG Asset Co., Ltd. were indicted for suspected violations of the Financial Instruments and Exchange Act for operating an unregistered financial instrument that allegedly managed the assets of others; subsequently, on June 12, 2026, they were dismissed from suspicion due to insufficient evidence.Public article from the Prosecutors' UnionIt is recorded in the company's records. When explaining the matter, it is necessary to provide a history that includes not only the prosecution but also any subsequent actions taken.
Furthermore, what the union is asking the company is, in addition to explaining the criminal proceedings, confirmation of how the solicitation of employees and business partners, the reputation of the listed company, Watanabe’s personal involvement, the secretary function, and the practical work of the other members of the board were involved. If the funds were raised through relationships built within the company, it cannot be concluded that the “individual matter” without examining the contact points with the company.
Whether the company knew about the transaction that a person in a management position recommended to an employee, whether the employee had the freedom to decline the offer, and whether someone was asked to cooperate as part of the company's operations. If the company's costs or information were used, the purpose and approval of that use are also subject to review. These questions involve protecting employees and managing conflicts of interest for executives.
What shareholders want to know is not just the criminal actions of the management. It is also how the company has monitored and managed the use of its own credit and personnel to raise private funds. We demand that companies disclose the necessary information regarding matters that have an important impact on investment decisions, such as loss compensation, disputes, and the impact on relationships with business partners.
Instead of showing the progress up to the time when the case was not prosecuted, there is a way to explain that the company “examined this matter, made this judgment, and corrected it.” However, that does not explain what the company was doing as a company. Do not use the fact that the criminal proceedings have ended as a reason to stop asking what the company was doing.
National Tax Inspection and Maibazukou Memo. It can be confirmed from the company's records what the company knew.
In an article on September 17, the union summarized not only Watanabe’s prosecution but also the explanations during the 2024 national tax inspection and listing review regarding information related to fraudulent accounting from the perspective of corporate governance. The union is asking not only about the events when the national tax office visited the company but also about which transactions and documents were targeted and what the management team knew.
This article in the National Tax Union examines Watanabe’s explanation that he had knowledge of multiple officers involved in the last mile of the transaction and the circumstances that led to the inspection’s request for in-person interviews. What the company should verify is the timing of its knowledge of the information and the subsequent investigation and reporting. It is also questioned whether he knew about it to discuss another person’s criminal case or used it to manage its own risks.
In parallel with seeking confirmation from the authorities regarding the recognition and storage of the Maibazuka memo, the company’s investigation of its own transactions can be carried out. The company has records of contracts, accounting, operations, and reporting to officers. If the memo includes details of its own transactions, organize the details of what is consistent and what is different, and who explained those differences.
Don’t just leave the work of verifying your company’s records to someone else just by saying “the national tax authorities are investigating” or “we are waiting for the prosecutor’s decision.” As a company, it is your responsibility to understand the costs of responding to the authorities, the additional burden, and the impact on your business and audits. It is your job to determine not only whether there are any tax-related actions, but also what management measures should be taken.
While you can go into detail about the officers of other companies in the indictment, when it comes to explaining who audited the company’s documents, the explanation becomes vague. If that’s the case, what’s lacking is not the ability to gather information, but the attitude to use the information gathered for the company. You should prioritize materials for answering to your own shareholders over materials for intimidating others.
The issue of concealing occupational injuries is whether a company is capable of investigating and reporting information that is inconvenient for management.
The issue that the union is pursuing as a “cover-up of labor accidents” has the issue of who investigates reports of harassment against executives and human resources personnel and who determines the company’s response. The independent nature of the consultation window and the right to answer regarding the complaints surrounding the “atashino Kokan incident” by Ito Miwa and the responses by Iijima Yuko have repeatedly become a problem.
The October 13 statement outlined the structure in which Mr. Ito was involved in selecting the contact point for consultations and the person responsible under the direction of another applicant, Mr. Iijima. Since the party that has filed a complaint essentially determines the person to investigate and the information channel, a mere change of contact point will not constitute an independent investigation.
While explaining that the most recent company response did not ultimately determine the relationship between the work and the employee, they are applying a no-pay limit period as unpaid leave for personal illness. When the employee asks about the reasoning behind that decision, the contact person says they are not in a position to answer, and there is no designated person responsible for providing an answer. There are people who can relay the company’s decision, but no one is coming forward to explain the basis for the decision.
In an article on October 19, we also announced that the notice stating that Mr. Matsunaga’s name would be removed from the list of employees would also indicate that if they are unable to return to work within the specified period, they will be considered naturalized employees. For the person who wishes to continue working, the company’s decision has specific effects that affect their employment and livelihood. It is necessary to identify the person who made the decision and the person who oversaw it.
From the perspective of disclosure, what is being questioned is not the medical conditions of employees who have filed claims for damages or the disclosure of their private lives to shareholders. It is the company’s operations—whether it can handle the reporting of officers independently, whether it has not proceeded with personnel matters before investigating claims of harm to health, and whether it can understand the impact of disputes, compensation for damages, recruitment and retention, and the continuity of operations.
If the consultation information was withheld at the discretion of the board of directors, the original document was not delivered to the Audit and Supervisory Committee, and the company underestimated its burden and risk, then the issue goes beyond the scope of a single worker’s accident claim. The premise of creating disclosure information is whether the company can accurately collect the inconvenient facts involving the management.
While employees are quick to make decisions enough to be able to inform them of unpaid leave and termination conditions, the person responsible for explaining those decisions remains elusive. Shareholders should not trust this system until they see that the company’s risks are properly managed. Please do not allow a company where only the employee notification arrives and the management’s explanation does not.
Companies can disclose inconvenient facts. In the case of customer data leakage, we actually explained it.
In the last mile, there are examples of public disclosure of the background to the problem and the response.Notice and apology regarding the leakage of customer information dated June 22, 2026Therefore, we have disclosed that due to a deficiency in the configuration of the Google form, the customer information of 590 customers was made available to other respondents.
The company explained the circumstances of the discovery, the measures taken to change the settings, the affected period, and the scope of the information, stating that no reports of unauthorized use had been received at that time. Furthermore, it indicated a policy of notifying them immediately if any changes were confirmed in the situation. It is indeed possible to explain the facts that have been confirmed, the situation of the damage at that time, and future measures separately.
So the question is: What has been done to verify the funds raised by the management, the actual sales of the company, and the multiple complaints against the executives? When will the results be announced? This does not mean that nothing can be explained until the final damage amount is determined. Just like the disclosure of information leakage, there are ways to show the scope of verification and the current response.
Whether to disclose information about customer data and the question of whether to disclose each of the alleged issues in this case are matters that should be judged based on their respective merits. This question also asks whether the investigation and explanation that enable that judgment are being conducted in the same way for cases involving corporate executives. The company has already demonstrated its ability to provide explanations.
If the person in charge’s setting is inadequate, we can explain the root cause. However, regarding doubts about the chairman and directors, why can’t we see the investigation lead? The standard for deciding what to disclose should be whether the impact on the business is not based on the strength of the person mentioned internally, but on the person’s strength within the company. The Audit & Supervisory Committee will confirm this.
From the chairman's office to the board meeting. Which arrow did that information stop at?
The companyCorporate Governance Report dated November 27, 2025The information disclosure process is outlined. The initiative comes from each department and major subsidiaries and is routed to the Chairman’s Office, then presented to the Board of Directors for approval. After approval, the information is then requested to be disclosed to the Management Planning Office. The Chairman’s Office is not merely a department responsible for receiving visitors; it is positioned as the channel through which information is conveyed to the company’s decision-making process.
This time, the actions of the chairman himself are being questioned. Furthermore, the actions of Mr. Ito, who claims to be in charge of the chairman’s office, and his handling of personnel matters are also subject to reporting. If the person who plays a role in passing information up the chain is the one who is investigated, who will ensure that the original documents are delivered to the board of directors and the audit committee without being influenced by the person in question?
The companyOfficial Board Member IntroductionWe also ask that specific confirmation be obtained from the Audit and Supervisory Committee members listed in the report: Mr. Yuji Tanaka, Mr. Masaki Ozaki, and Mr. Rintaro Ishioka. Not only did we hear explanations from Mr. Watanabe and Mr. Ito, but did they themselves verify the statements of the parties and the company’s records? Please indicate what was investigated and what was used as the basis for the disclosure decision.
Reporting internally, reporting to an audit firm, explaining to the Tokyo Stock Exchange, and disclosing to the market are each with different purposes. If a company has explained something to the Tokyo Stock Exchange or an audit firm without disclosing it to the public, it is necessary to verify the facts and the progress of the review. On the other hand, for important information that should be disclosed to shareholders, merely limiting the person to whom the information is disclosed does not complete the disclosure to the market.
The union has already requested an investigation and response from the company regarding audit independence, listing review, information management, and disclosure control. This time, too, we have submitted the information to the chairman’s office, so the person in charge’s work is finished. The chairman’s office will handle it as a personal matter and will check to see if there are any gaps that should be reported to the board of directors.
If you simply draw an arrow in the published material, the information flows cleanly. The problem is whether the information inconvenient to the chairman can pass through that arrow. If good performance is reported along the way and the declaration to the board is deleted in the middle, it becomes a diagram for selecting convenient information rather than a roadmap for information disclosure.
Before saying "there is no impact," please show records of examining the impact.
Explanation of the JPX's timely disclosure systemThe information includes the company’s operations, management, and performance, which have a significant impact on investment decisions. In addition to major damages, lawsuits, administrative penalties, and significant deficiencies described in internal control reports, important facts regarding the company’s operations, business activities, and assets are also subject to review. What the company should consider is not only the list of incidents but also how those facts affect the company.
In this case, it is necessary to verify the impact on financial figures, the use of company funds and personnel, conflicts of interest among executives, disputes and costs, and the independence of the whistleblowing system. Simply looking at each issue separately fails to capture the structure where multiple problems are hidden by the same individuals and the same information channels. Determine the importance of each individual case and the common management issues at the same time.
If you don’t yet know the exact amount, you can explain what you don’t understand and which documents you are reviewing. If you have determined that your relationship with the company is weak, you can record what you are investigating and why you concluded that. You should not conclude that you have not checked anything and that the results of the check have no impact.
In addition to determining whether individual disclosure is required under exchange rules,JPX's "Principles for Handling Incidents in Listed Companies"The following principles are set forth as the expected behavior of listed companies:
The disclosure of information regarding incidents shall be carried out promptly and accurately from the initial stage of understanding the situation to the stage of implementing preventive measures.
What companies should demonstrate when they have identified important concerns is not silence until a conclusion is reached, but the way in which facts are verified. Organize the information that has been confirmed, the subjects of investigation, the independent person responsible, the effects that have been determined at this time, and the planned future explanations, and release the necessary information. What is learned later will be supplemented at that time. This process of accumulating information will serve as a decision-making tool for shareholders.
The disclosure of publicly traded companies is not just a PR campaign that chooses only announcements that can prove the chairman’s innocence. It is a job of delivering the information necessary to determine the value of the company. If the shareholders are left in the dark until a favorable conclusion is reached, they will be left wondering whether they are waiting for the completion of the investigation or for a conclusion that suits the company’s interests.
Mr. Watanabe Makoto, Mr. Matsunaga Hiroshi, the Board of Directors, and the Audit and Supervisory Committee to answer public questions
The Last Mile Labor Union requests answers to the following questions to clarify the path from identifying important information about management to making decisions that are communicated to the market: please separate the explanations from the individuals involved in individual cases and the facts independently verified by the company, and provide answers that make it clear to the decision-maker what the facts are and what the discussion is about.
- Regarding the filing of documents for prosecution and the subsequent dismissal of the charges, the fictitious sales during the listing application period, tax inspection, and reporting of harassment and occupational injury claims, the Board of Directors and the Audit and Supervisory Committee explained when and what documents they obtained for each matter. Please provide a timeline from the initial acquisition of information to the investigation and decision on disclosure.
- Regarding the alleged sales transactions, have you verified the company, period, amount, the actual existence of the services, instructions and approvals, and the inclusion in the submission documents? Who determines the impact on past financial information and the disclosure documents, and whether corrections are required?
- Regarding Watanabe et al.’s fundraising and management issues, did you examine the solicitation of employees and business partners, the company’s reputation, personnel, secretarial functions, and the use of expenses? Based on the progress leading to the dismissal of the case, how did you evaluate the company’s conflict of interest management and damage prevention?
- Have you checked the information regarding the national tax inspection and the Maibetsu Memo against your company's contract and accounting documents? How do you assess the impact on business, finance, and audit regarding guidance to executives, compensation to experts, and business dealings with the company?
- Regarding the reporting to Mr. Ito and Mr. Iijima and the handling of workers’ compensation claims, are you conducting an independent investigation from those subject to reporting? Does the Audit and Supervisory Committee have an understanding of those who decided on partial disability leave and natural retirement conditions, the grounds for their decision, and the impact on disputes, costs, and continued employment?
- In the information disclosure channel involving the Chairman’s Office, any doubts regarding Mr. Watanabe and Mr. Ito themselves will be conveyed to the independent directors through which channel? Please verify that there are no discrepancies between the original materials and the summary of the report. Also, please confirm that the parties have not substantively determined the scope of investigation or the possibility of disclosure.
- For each matter, when and to what extent did you report or consult with the audit firm and the Tokyo Stock Exchange? Please indicate the relevant regulations, the facts used in the decision, and the evaluation and approval of the importance of matters judged not to be disclosed. If you have already explained the matter to the market, please specify the date of disclosure and the relevant materials.
- How has this information been incorporated into the collection, investigation, and reporting of the internal control improvement policies announced by the company in 2024? Please explain the current status of verification, plans for additional investigations, and the timing of necessary disclosures.
Protect companies and their employees through investigation and disclosure, not by concealing suspicion.
What the union is seeking is not a statement that harms the company; it is to show where the damage lies and how to address it. As the concerns of suppliers, shareholders, and employees continue to build up while continuing to deny the existence of the problem, the costs and explanations that the company will have to bear later will become greater. Do not confuse protecting the company’s reputation with protecting the manager’s dignity.
- Establish an independent investigation system separate from the officers suspected of wrongdoing and ensure the expertise in finance, legal affairs, and labor matters. Ensure the preservation of documents and the individual interviews of relevant parties, and if necessary, establish an independent third-party committee.
- Evaluate the impact of each matter on the company and the common internal management issues, and make the necessary timely disclosure and statutory disclosure corrections, etc. For important matters that have not yet been concluded, please explain the understanding, investigation structure, and future plans in accordance with the need.
- Do not use the handling of employees who have filed complaints of harm as a pretext to stop criticizing executives. Prevent any disadvantage through consultation and investigation cooperation, provide consideration for employment, cooperate with applications, and proceed to recover any necessary disadvantages.
- Ensure that information regarding management does not remain confined to the chairman's office or human resources departments; ensure that the Audit and Supervisory Committee can review the original materials. Continue to monitor whether investigations and disclosure are being carried out continuously by independent officers.
Those who were involved in the transactions, solicitation, accounting procedures, and consultation services at that time should organize the information they experienced directly and the instructions they received, the places they reported to, and the answers they received. It is important to distinguish between the fact that you heard the officers’ explanations and the fact that you checked the original documents yourself. Instead of rewriting the past records to match the company’s explanation, please keep the information in a state where you can verify the details of the time.
Specific information regarding fictitious sales and disclosure documents is available atSecurities and Exchange Surveillance Commission Information Provider WindowIt can also be provided. Not only the company name and the person’s name, but also which transactions are reflected in which documents and the numbers and descriptions of those documents, and where the original documents are located, will make it clear which matters need to be verified.
When shareholders ask the company for an explanation, take it a step further than the abstract question, “Is there a problem?” Ask what was understood, who conducted the independent investigation, and what criteria were used to determine the disclosure. Even when reaching the conclusion that no disclosure is necessary, there is work involved in reaching that conclusion. It is important not to end the company’s explanation with trust in the management alone.
"We will require disclosure and reporting." So, first, from the last mile please.
The question of listing applications, the need to raise funds for management, the involvement of national tax inspectors and directors, and the mechanism for handling employee declarations are all being asked of a company. Yet, it is still not clear how to investigate these issues as a company and what to explain to shareholders. It is no longer just a question of whether the company answers individual questions; it is a question of its ability to understand, judge, and communicate the relevant information to the outside world.
Mr. Watanabe Seito would like to see his enthusiasm for pressuring other companies to disclose information applied to the company’s explanations. Mr. Matsunaga Kuji and the board of directors should explain the company’s decision, since they are only informing employees of the company’s decision by name. The audit committee should not merely follow the chairman’s explanation, but rather verify the company’s facts.
The goal of the Last Mile Labor Union is to ensure the sound and sustainable survival of a publicly listed company and to protect the employment, livelihood, health, dignity, and well-being of workers. In a company where those who have raised concerns remain silent and shareholders know nothing about the situation, we cannot achieve that goal. What is necessary to protect the company is not reducing the number of questioners, but ensuring management that can answer those questions.
"Provide disclosure and reporting." This time, please do the same for your own company's work. We are waiting for the "Notice regarding the findings and future actions" from you, rather than the announcement of the delisting of another company.