Japanese

"The Managerial Responsibility"

The buying-over practice of Nippon Broadcasting System by Livedoor has developed into the large dispute, which has involved political and business circles. The origin of the affair was "twist phenomenon" that the Fuji Television Network, which is larger entity, serves as a subsidiary of Nippon Broadcasting System.

However, while Fuji Television performed the take-over bid "TOB" aiming at "acquisition of over 50%" of the stocks of Nippon Broadcasting System in order to correct it, Livedoor, that have focused attention on the possibility of exercising influence over whole Fujisankei Communication Group by grasping the management right of the core company, Nippon Broadcasting System, acquired a large amount of stocks in the pre-market trading of the Tokyo Stock Exchange and surged into the largest stockholder of over 35% at a breath. There are questions about the attitude that they acquired a lot of stocks at the pre-market trading in the midst of TOB of Fuji from a viewpoint of the fairness and transparency of the stock market. But the ways and the means of a stock purchase fund they took was problem. The convertible bond which Livedoor made a contract with Lehman Brothers in order to collect fund no less than 80 billion yen has a special clause that the conversion price is changeable in proportion to a stock price. That means that the more a stock price falls, Lehman Brothers can convert more stocks. Furthermore, president of Livedoor, Mr. Horie made a contract with Lehman Brothers to lend out even the company's own stock, which makes them possible to exercise "selling short" which may induce a stock price fall. In other words, they gamble by using current shareholders' profits as a security. Furthermore, what we cannot see about this buying-over practice is what kind of management concept Mr. Horie has to manage Nippon Broadcasting System. Mr. Horie frequently mentions that their goal is to make their company No.1 aggregate market value of the world. In order to achieve it, they are required to raise the ability to pull in more customers to the portal enterprise, which is a core business of Livedoor. Therefore, it seems to me that their aim is to enhance their portal enterprise by utilizing contents and brand name of Fujisankei Communication Group.

However, a company's worth should not be measured only on a scale of aggregate market value or a scale of operation. The credit capability and the social contribution, which the corporate managers and the employees have cultivated over many years serves as the invisible culture of a company or the brand name, and constitutes a company's worth. You may say that I am too Japanese, but I cannot accept the attitude of Livedoor, which is going to pursue only economical efficiency using the means of buying over, without paying any respect to the efforts of the managers and employees. The corporate manager of a company bears the responsibility to meet expectation stakeholders, such as an employee, a stockholder, and a customer as much as possible and to contribute to the society, environment, and economy. Mr. Horie should explain to the employees and stockholders of Nipppon Broadcasting System how he is planning to raise company worth of Nippon Broadcasting System. Even if this corporate acquisition is successful, he cannot obtain a support of the employees, stockholders, and public opinion unless he shows definite vision to them.
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