The "Japan is the center of the world" type of IPO abolition strategy should not be met with a resounding no from executives.
With great anticipation, they released the information, drove the other side into disclosure, and then proceeded to suspend the listing. It seems that despite envisioning such a major blow, what they actually received was the personal frustration of the person in question, as heard from the executives. The “move” that Watanabe Makoto, the last man standing, told the surrounding area was the bat that was thrown towards which market and in accordance with which rule.
On September 29, it was reported that the former head of business strategy of the Shonan Clinic Group was arrested. The union believes that this move targeting the Shonan Clinic Group was not intended to target the US-listed company that Watanabe had previously described as being driven by leaks and complaints.
Furthermore, what is being conveyed to me from senior executives at the last mile is that Mr. Watanabe did not push for the disclosure and reporting he had hoped for, and instead became emotional and started throwing things at those around him. The person himself, who was full of confidence in his plan to take down his competitors, is now angry with his own senior executives for not getting the results he had hoped for. I would like you to please not rewrite the external strategy scorecard based on the employees’ patience.
What was reported at Shonan Beauty is an incident involving the management center and the company’s finances.
TV Asahi's report on September 29According to reports, the person arrested is the former head of business strategy at the SBC Medical Group. He is suspected of ordering fictitious cyber security work and causing the company losses of approximately 13 million yen.
According to the report, the police inspectorate has determined that the person received nearly 300 million yen in total, and is investigating whether the similar order resulted in the outflow of nearly 600 million yen. This is a case involving the financial losses of the company, the management of the order, and the authority of executives. This is a matter that involves the company’s financial losses, the management of the order, and the authority of executives. Unlike private matters unrelated to work, these are matters of a different nature.
The position is also that of the Chief Business Strategy Officer. The money that was taken out of the company by someone who worked closely with the company’s management is becoming a problem. If it is interpreted as the “former officer or senior executive has a problem,” as Watanabe has previously stated, it would be a significant piece of evidence.
However, as of September 29th when the check was made,List of official IR press releases from SBCHowever, there was no new announcement regarding this individual arrest. At least, the news didn’t create the kind of scene where the person acted in the way Watanabe expected, and the commotion proceeded as planned in the chairman’s office.
What emerges here is the question of what Watanabe covered between shouting the seriousness of the incident and linking it to the specific disclosure obligations of publicly traded companies in the United States. Bringing a major news story and constructing a claim consistent with the opposing party’s applicable rules are not the same thing. Even if you increase the size of the headlines, the reasoning between them is not automatically inputted.
Before "Watabe vs Shonan," the U.S. market is not an extension of the boardroom
Official IR from SBCIt explains that SBC Medical Group Holdings Incorporated was listed on the Nasdaq in September 2024. The person with whom it is dealing is not a point of contact for explaining the situation to acquaintances in Japan; they are simply a point of contact for getting them to read the air. There are filing documents as a U.S.-based issuer and regulations applicable in the U.S. market.
What was necessary in Watanabe’s proposal was to organize not just the brand name “Shonan Beauty,” but also which actions by which legal entity, which listed company, and which disclosure would be affected. The former chief officer’s authority, the attribution of damages, the relationship with the listed company, the timing of the company’s knowledge, and linking the existing submitted materials to specific provisions are all necessary.
Even if you bring the treatment you are familiar with in Japan to the other side of the Pacific, the U.S. system will not be adapted to suit Watanabe. The belief that explanations that have been effective within a narrow domestic context can become a universal legal basis is the “insular nation-specific” issue that should be questioned this time.
It’s one thing that Japan is printed in the center of the world map, and another thing that Japanese sensibilities are the standard of the world. Moreover, even if the center of the map were moved to the chairman’s office at the last mile, the Nasdaq rules would not even be subject to the chairman’s decision. The first thing needed in preparing for international strategy should have been someone who would not brag about their own achievements but who could read the local system and raise objections.
What the union is asking from the setup of "Watabe vs Shonan" is exactly this preparation. Before revealing the plan to pressure the opposing company to the executives, did they check to see if their explanation is based on any legal or institutional grounds? If they simply print out the match card and forget about the rules of the match based on domestic memories, the preparations are not up to the standard of calling it an international match.
Did you think you could just export the domestic version of "the case of a former executive and the delisting of the company" as it is?
Nasdaq Rule 5250(b)(1)It seeks the prompt disclosure of important information that is reasonably expected to influence securities value or investment decisions. If we discuss the application of this principle, it would involve showing the specific company information and its impact on investment decisions. It is a task of constructing arguments based on damage to the company, the duties of those involved, existing explanations, and current controls.
The difference in the standards between the United States and Japan that the union has repeatedly pointed out is that if you say to the other company, "It will be a big problem in Japan," the same style, at the same time, and with the same conclusion will not be reached by the U.S. side. What is needed is evidence that corresponds to the target market. Even if the conclusion made in Japanese is translated into English, it will not be translated with the missing evidence included, and the result will not be the same.
If Mr. Watanabe was confident, please explain what provisions apply and what problems with which submission documents are found. If the company used resources to prepare, the study materials are even more subject to explanation. I would like to see how much practical work went into it beyond the comment that “this is such a big case.”
News, disclosure, dismissal, and delisting. If you put those words in order, do you think they automatically lead to that? Then it’s just a matter of drawing a line. Without someone considering each stage according to the actual system, no matter how forcefully they draw the line, the company won’t move forward.
Relying solely on domestic sensibilities and jumping to conclusions that “this is the end of the matter,” they become angry with those around them when the local system fails to work as expected. To satirize this attitude, let’s take a look at the international strategy of a “high school senior” who can’t seem to finish revising the world map. What we need is a lesson not about finding new targets, but one that tests our own explanations.
What "trick" did you tell the executives led to any results?
The union has already taken up a complaint from a current executive of the last mile regarding Mr. Watanabe’s statement that he “orchestrated” legal action against former executives. This issue cannot be separated from the fact that he has conveyed such external actions to the company as a way to show off his own power.
Was it not possible to put the information disclosure and the resulting consequences into one narrative? Explain the purpose of the briefing to the executives: whether it was to restore the company’s losses, ensure proper information disclosure, or drive the company into delisting; and clarify what the plan was to achieve as a company.
From the information conveyed to us by the executives this time, it appears that the intended disclosure and reporting did not lead to any positive outcome; instead, the person concerned’s dissatisfaction is being passed on to others. While grandly promoting plans to pressure the company to make a public announcement, there has been no explanation of the results, and if emotions are the only things that return to the company, then the “super-empty-handed” situation that the union is concerned about is the gap between expectations and practical work.
Just because the other party is not acting as planned does not necessarily mean that the other party or employee is at fault. It is the job of the decision-maker to check their own plans. There is no requirement for disclosure based on the intensity of Watanabe’s report, nor is there a standard for delisting based on the chairman’s anger.
If you say, "I've done this far," please indicate where "this far" is. I've gathered materials, created an explanation, submitted it, and received some sort of response. The objective for evaluation as a company is the specific work itself. Putting the volume of voice and the results in the same column is not an explanation using budget.
Don't throw the bat that you just swung at your company's executives
This time, the person who submitted information to our union was a member of the Last Mile management team. The content is that Mr. Watanabe is emotionally venting on others about the results that did not meet his expectations. As a labor union, it is unacceptable that the failure of external initiatives has translated into workplace behavior and employee burdens.
If the forecast was off, it’s good to examine why it was off. Understanding the system, checking the facts, and reviewing the initial objectives will improve the next judgment. Even if you spread anger within the company, the other party’s rules will not change, and the incomplete analysis will not be completed later.
The strategy is the chairman’s responsibility, the achievements are also the chairman’s responsibility; the reluctance when things go wrong is the manager’s responsibility. With such cost allocation, the only thing that remains in the company is fatigue and frustration. Managers and employees are not working to compensate for the difference between the manager’s confidence and the results with mental burdens.
The union has already made public that a manager who received the management’s comments made a request for improvement of the work environment. In the case of this information as well, we request that specific comments, instructions, frequency, and any impact on personnel or operations be confirmed from Mr. Watanabe in an independent manner.
The board of directors and the audit and other committees should check the current impact on the workplace before waiting for the chairman's next external strategy. If they are only enthusiastic about the problems of important figures at other companies but do not check the actions of their own top leaders, the arrow of oversight will only point outward.
Embrace the zeal to disclose to other companies, and also towards your own accountability.
Regarding Last One Mile itself, issues such as explanations at the listing review, the work and remuneration of experts, the use of company resources, and the acquisition and sharing of information continue to be pointed out. The union is seeking specific investigations and answers regarding the company’s audit independence, listing review, information management, and disclosure control.
If you consider reports surrounding the former executive of Shonan Beauty to be serious, you should investigate the allegations regarding your company with the same seriousness. The importance of such allegations only increases when the person involved is close to the management core, and the calculation that only when the other person holds a high position does the matter become important diminishes to an individual issue the moment your own position becomes known. This method of explanation cannot be explained to employees or shareholders.
When a company deploys its resources and personnel for external engagement, it must protect the company’s interests, approve the expenses, and demonstrate what results were achieved. In the case of private disputes, please explain why they were brought into the company’s work or meetings. In either case, the management’s decision remains the subject of review.
The “Please explain” phrase thrown at other companies still holds true for your own company. Setting strict accountability only for the place beyond the Pacific Ocean is unacceptable; you cannot block access in front of the chairman’s office. If you want to use disclosure as a weapon, you should be accustomed to having your own company be held accountable for its decision on disclosure.
Mr. Watanabe Teru and public questions to the Board of Directors and Audit & Supervisory Committee
- The leaks and other "schemes" that Mr. Watanabe spoke about to executives at U.S.-listed companies are based on which companies and what facts? If you were involved in influencing the Shonan Beauty Group, please indicate the purpose and actual response.
- What rules, submission documents, or specific facts are the basis for considering the subject companies’ disclosure violations or delisting? Who considered the differences between the Japanese system and the one in the United States, and what assessment was made?
- What are the goals and results planned as a company? If the outlook you explained to the executives differs from the actual progress, are you examining the reasons and the planning issues?
- Did you use the company's expenses, personnel, working hours, and facilities for document creation, external communication, research, and legal review? Please disclose those who approved the expenses and instructions, and those who evaluated the company's profits.
- Regarding the information that senior management etc. are expressing dissatisfaction with the lack of the expected outcome, who will independently verify it? Will the situation of the person who received the statement and the impact on their work be examined in addition to the person’s explanation?
- Do you respond to audit, listing review, financial, and information management issues that are raised about your company with the same specificity that you demand from other companies? Please provide facts that have been confirmed by the company and corrective measures.
The union calls for the verification of external strategies and the reduction of burdens on employees.
- Regarding external responses using company resources, please organize the objectives, grounds, budget, approval, implementation details, and results, and distinguish between the conflicts of individual managers and the company's interests.
- Please reconcile the projected results communicated internally with the actual results, and if there were any misrepresentations or excessive emphasis on achievements, please correct them. Do not impose judgment on the work-related issues on the personnel responsible for the work.
- Please independently verify the information regarding conduct received from senior management and prevent intimidation, the transfer of responsibility, and adverse treatment. Address the impact on the workplace environment without waiting for the conclusion of external responses.
- Regarding your own research, reporting, and disclosure decisions, please make the necessary explanations to shareholders and employees by clarifying the confirmation materials and responsible party.
Instead of the world map centered on Japan, please review your own responsibility breakdown chart.
I would like all executives to organize what was explained to them by Mr. Watanabe, what instructions were given to them, and what actual work was performed, along with the date and time. Separating the forecasts the chairman spoke about from the facts I verified will help us ascertain the responsibility later.
The Last Mile Workers’ Union defends not the chairman’s external strategy’s dignity, but the company’s sustainable and sound survival and the lives, health, and well-being of its employees. The work of improving management’s judgment and taking measures to reduce burdens on employees is necessary for this purpose.
Even if we raise the banner for "Watabe vs. Shonan," we cannot blame the executives for the fact that the confident plan did not go as intended. The center of the world is not Japan, nor is it the chairman's office; it is the systems that are actually applied in each market and the fact that people are committed to those systems. To protect the chairman's self-esteem, employees do not need to rewrite the map every time.
If we are to take this setback as a lesson, the next time we act impulsively, let’s not be angry at our employees; instead, let’s use the pen to check our own plans. Before wiping out our competitors’ listings, we should reduce the unnecessary burdens on our own company. That would be of great help to the company as the last-mile manager.