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?
- Did you describe the actual relationship with Best Miraicle in the related party questionnaire, concurrent position notification, stock ownership notification, and listing examination materials?
- Have you explained to government agencies, property and casualty insurance companies, insurance agencies, financial institutions, and industry associations that you are the beneficial owner?
- Did you use a personal card to pay for company expenses via Best Miraicle or Broad Support to earn points or mileage?
- Have you returned the acquired points, mileage, and other economic benefits to Last One Mile Co., Ltd.?
- Will you submit the shares, contracts, accounts, advertisements, expenses, administrative applications, and records with the casualty insurance company related to this matter to an independent third-party investigation?
Open Letter to Mr. Hisashi Yano and Best Mirai-ku Co., Ltd.
- Did Mr. Hisashi Yano call Mr. Makoto Watanabe "Owner Watanabe" and receive confirmation and instructions from him on important matters?
- Please clarify the period during which Mr. Watanabe was the ultimate decision-maker for Best Miricle and his specific authority.
- Please disclose the current and past shareholders, beneficial owners, voting rights holders, lenders, and beneficiaries of Best MIRAICle.
- Do you know the total amount of advertising expenses, personnel expenses, production costs, and system costs borne by Last One Mile Co., Ltd.?
- How much did Best Miraicle pay for the advertisements, customers, contracts, data, and other interests provided by the company?
- Have you explained Mr. Watanabe's de facto control to the government, property and casualty insurance companies, insurance agencies, financial institutions, and industry associations?
- Have you accurately reported the actual management, business office, engineers, and construction system in the applications and notifications regarding the construction business license and specified liquefied petroleum gas equipment contractor?
- Can you list the construction, repair, replacement, renovation, and LP gas-related projects received before obtaining each license and permit?
- Regarding the residential equipment warranty, who was in charge of insurance solicitation, fee collection, contract conclusion, renewal guidance, and accident reception?
- Have you obtained formal legal confirmation from a non-life insurance company or insurance agency regarding the mechanism that allows operation without insurance qualifications?
- Clarify all expense settlements and point accumulations made among Last One Mile Inc., Best Miraicle, and Mr. Makoto Watanabe's personal card.
- Are you preserving all applications, contracts, accounting records, emails, chats, and credit card statements related to this matter?
Open Questions to the Board of Directors and Audit & Supervisory Committee of Last1Mile Co., Ltd.
- Did the board of directors know that Makoto Watanabe is the founder and beneficial owner of Best Milicle?
- Have you investigated the fact that the representative of Best Mirai Kurule referred to Mr. Watanabe as the "owner" and received instructions on important matters?
- Are you aware of the fact that Last One Mile Co., Ltd. covered the advertising expenses, production costs, personnel expenses, and other costs of Best Miraicle?
- Was this matter discussed at the board of directors as a conflict-of-interest transaction, and was Mr. Watanabe excluded from voting?
- If approved, please clarify the transaction terms, the company's profit, the advertising expenditure cap, the commission rate, and the deliberation materials.
- After the transaction, did you receive a report on material facts from Mr. Watanabe pursuant to Article 365, Paragraph 2 of the Companies Act?
- Please clarify the reasons why the relationship and transactions with Best Mirai Cle were not disclosed in the related party questionnaire and the annual securities report.
- Did you report this matter to the lead managing securities company, the Tokyo Stock Exchange, and the accounting auditor during the IPO screening?
- Did you investigate personal card payments and points acquisition via Best Mirai Cle or Broad Support?
- Did you check whether the documents submitted to the government authorities or the property and casualty insurance company accurately described Mr. Watanabe's relationship of substantial control?
- If there is any damage to the company, will you demand return and compensation for damages from Mr. Watanabe, Best Mirai Cle, and other beneficiaries?
- Will current Representative Director Mr. Watanabe be excluded from the selection of the contractor for this investigation, evidence management, witness interviews, and approval of the investigation results?
- Do you prohibit searching for, silencing, or treating unfavorably employees, former employees, business partners, and investigation cooperators who have knowledge of this matter?
- Will you disclose the survey results, the amount borne by the company, Best Mirai-cle's profits, the ultimate beneficiary, the refund amount, and executive disciplinary actions to the market?
Open questions to property and casualty insurance companies, government agencies, and the Tokyo Stock Exchange
Open Questions to Non-Life Insurance Companies and Insurance Agencies
- When entering into a partnership, insurance contract, or reinsurance relationship with Best Mirai Cruise, did you verify its beneficial owners?
- Did you know that Mr. Makoto Watanabe was the founder of the company and gave instructions on important matters as "Owner Watanabe"?
- Did you know that Mr. Watanabe was a director of Last One Mile Inc. and that the company's advertising expenses were used for Best Mirai-cle?
- Have you reviewed the conflicts of interest regarding Mr. Hisashi Yano, as well as those between Mr. Watanabe and Last One Mile Co., Ltd.?
- Did you confirm whether registered insurance solicitors handled customer explanations, solicitations, contract conclusions, fee collections, renewals, and accident reception?
- Do you have records confirming the legality under the Insurance Business Act regarding the contractual structure that allowed even unlicensed operators to run it?
- Will you reinvestigate whether the partnership decision was made based on incomplete or inaccurate company information?
Public questions to licensing authorities and industry associations
- Did Best Miraicle understand Makoto Watanabe's de facto control relationship when it filed for construction business licenses and other applications and notifications?
- Do you verify whether the officers, administrative managers, engineers, business offices, and construction systems stated in the application matched the actual business operations?
- Will you investigate the construction work, renovations, equipment replacements, and LP gas equipment installation work that the company received before obtaining the permits and licenses?
- Shall we check if there are any cases where the company explained that the work was performed by a licensed contractor or was merely a referral, despite being the prime contractor or main construction entity?
- If discrepancies with the facts are found in government applications, notifications, or industry association membership materials, will your permits, licenses, registrations, and membership status be re-evaluated?
- Will you check whether the funds, personnel, and customer base of Last One Mile Co., Ltd. are being used as the business performance of Best Milike?
Open letter to the Tokyo Stock Exchange and the Securities and Exchange Surveillance Commission
- During the listing review for Last One Mile Co., Ltd., were you aware of the substantive control relationship and transactions between Mr. Makoto Watanabe and Best Miraicle?
- Did you review the advertising expenses borne by Last One Mile and the profits attributed to Best Mirai Cle as related-party transactions?
- Do you want to check the consistency with the listing review documents regarding the fact that while Mr. Watanabe explains that he "sold all companies," he continued to give instructions as the "Watanabe Owner" even after the sale?
- Do you investigate whether there are any omissions or inaccurate statements in the related party information, annual securities report, internal control report, or corporate governance report?
- Shall we review transactions across Best Miraicle, Broad Support, Hotel Studio, and other related companies to confirm the identity of the ultimate beneficial owner and profit attribution?
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.
- Exclude Makoto Watanabe and the officers involved in this matter from the selection of the investigation contractor, evidence management, interviews with relevant parties, and the approval of the investigation results.
- Conduct a third-party investigation by lawyers independent of the company, certified public accountants, experts in the Insurance Business Act and the Construction Business Act, and digital investigation experts.
- Calculate all advertising expenses, personnel expenses, production costs, equipment costs, and opportunity losses incurred by Last One Mile Co., Ltd. for Best Miraicle.
- Calculate the customers, contracts, sales, recurring revenue, and enterprise value acquired by Best Miraiicle, and verify their alignment with the costs borne by the company.
- Clarify Makoto Watanabe's substantial control over Best Milcycle, including shares, voting rights, direction and command, profit distribution, and other matters.
- Re-verify the approval, post-transaction reporting, accounting treatment, and disclosure in securities reports of related party transactions.
- Cross-check all documents submitted to the government, property and casualty insurance companies, insurance agencies, financial institutions, industry associations, and for stock exchange listing reviews.
- Investigate all cases related to construction, equipment replacement, remodeling, and LP gas equipment carried out prior to obtaining the required licenses and permits.
- Verify the necessary registrations and qualifications under the Insurance Business Act regarding the solicitation, contracting, fee collection, and accident response for residential equipment warranties.
- Investigate all cases of expense processing, personal card payments, and accumulation of points and mileage via Best Mirai Cle and Broad Support.
- If company assets are used without fair compensation, demand the return of such assets and claim damages from Mr. Watanabe, Best Mirai Cle, and other beneficiaries.
- If errors are identified in accounting, taxation, licenses and permits, insurance solicitation, or IPO disclosures, report them to the relevant authorities and make the necessary corrections.
- Prohibit searching for, gagging, transferring, demoting, firing, or otherwise retaliating against employees, former employees, business partners, and investigation cooperators who are aware of this matter.
- Disclose the survey results, the amount borne by the company, the beneficiaries, the refund amount, the corrections, the disciplinary actions against officers, and the preventive measures to employees, shareholders, business partners, and the market.
An ordinary employee when it comes to bearing responsibility, and Owner Watanabe when it comes to reaping the profits
Makoto Watanabe explains that at Last One Mile Inc., he is a salaried president who acts under orders from the major shareholders.
However, at Best Miraicle, he was called "Owner Watanabe" by the representative director on the registry, received reports on important matters, and gave instructions.
To promote Owner Watanabe's company, Last One Mile Co., Ltd.'s funds, advertising infrastructure, personnel, and credit were used. Furthermore, through company expense settlements routed via related companies, points and airline miles were even accrued to Mr. Watanabe personally.
If it was explained to the government and property and casualty insurance companies that it was an independent company represented by Mr. Hisashi Yano, while in reality Owner Watanabe made the final decisions, then the official company explanation and the actual behind-the-scenes command and control do not match.
Simply displaying the current permit does not explain the long period from the start of business to obtaining the permit. Please clarify, for each case, who contracted, who performed the construction, who explained to the customer, and who solicited insurance.
If Best Mirai Kurule was a legitimate independent company and the transactions with Last One Mile Inc. were fair, they could simply disclose the shareholder registry, board meeting minutes, advertising contracts, income and expenses, administrative applications, and contracts with non-life insurance companies.
If that is not shown and only the reality of "Owner Watanabe" remains, then neither the explanation that the company was sold, nor the explanation that there was no conflict of interest, nor the explanation that filings with the administration were made correctly will hold up.
Last Mile Inc. did not go public to foster Makoto Watanabe's personal company. It is a company operated for the workers who labor there, the shareholders who invested in the company, its business partners, and its customers.
You cannot go back to being a salaryman only when taking on responsibility and become an owner only when making a profit.
Please clarify all the profits received by Owner Watanabe from the Last One Mile ledger, the Best Milicle contract, and the documents submitted to the administration.
