Doesn’t matter if it’s a true story or totally made up, this is the best thing you’ll read all day.
I flew to Osaka with a 14-page activist letter, a translated copy of my proposed slate of independent directors, a slide deck on capital allocation reform, and what I believed, at the time, was a clear and reasonable demand: that the company, which was sitting on cash equal to 180% of its market cap, return a portion of it to shareholders through a special dividend. I had been working on this campaign for nine months. I had hired a Tokyo-based proxy advisor. I had built a 6% position through patient accumulation. I had, by every framework I understood, done the work.
The chairman, who was 81 years old, received me in a tatami room above the company's headquarters, which sat over a soba restaurant that had been in the same family for four generations. He was wearing a navy suit. He bowed at an angle I could not, with my Western training, accurately reciprocate. He gestured for me to sit on a cushion. I sat. A woman of approximately his own age entered, silently, and placed a small ceramic cup in front of me. The cup contained tea. The tea was lukewarm. I did not yet know that the lukewarm tea was the entire negotiation.
I began with the deck. I had prepared it carefully. I had translated the headers into Japanese. I walked him through the capital structure, the unproductive cash, the historical return on equity, the peer comparison, the proposed dividend. He listened. He did not interrupt. When I had finished, he said, in soft but clear English that I had not been told he spoke, "Thank you for traveling so far." Then he stood up, slowly, and gestured for me to follow him.
We walked down a set of wooden stairs that creaked in a way I cannot adequately describe, through a hallway lined with black-and-white photographs of men I did not recognize, and into a small workshop attached to the back of the building. In the center of the workshop was a lathe. It was old. It was, the chairman explained, the original lathe his grandfather had purchased in 1923 to manufacture the first product the company had ever sold, which was a specific kind of brass valve fitting used in steam locomotives. The locomotive industry had been gone for 60 years. The lathe was still running.
"My grandfather operated this machine," he said. "My father operated this machine. I operated this machine, as a child, before school. The factory you visited yesterday produces components that descend, in an unbroken line of design, from the work that began on this lathe. The cash you wish me to distribute is the result of one hundred and one years of refusing to do anything that would shorten the life of this company. I cannot distribute it. I am not, in the deepest sense, the owner of it. I am the custodian of it. The owner is not yet born."
I did not have a response. I had prepared for many possible responses from him. I had not prepared for this one. We returned to the tatami room. The tea was refreshed. It was, again, lukewarm. The chairman asked me about my family. I told him about my wife, my two children, my parents in suburban Connecticut. He listened with what appeared to be genuine interest. He asked the ages of my children. He nodded gravely when I told him. He asked whether I had ever shown my children the work I do. I had not. He asked whether I would, when I returned. I said I would consider it.
Four hours passed. I was served, at various points, three more cups of tea, a small dish of pickled vegetables I did not recognize, and a single piece of mochi that the chairman's assistant placed in front of me with both hands. Nobody mentioned the activist letter again. Nobody mentioned the dividend, the directors, the deck, the proposal, or the 6% position. We talked about the cherry blossom season, which was apparently late this year. We talked about American baseball, which the chairman had followed since 1962. We talked about a poet I had never heard of, whose work he recited a single line of in Japanese and then translated for me, slowly, into English, and which I have, in the three years since, been entirely unable to locate again.
At the end of the meeting, he stood. He bowed. He thanked me, again, for traveling so far. He said he hoped I would visit again, perhaps with my family, perhaps in the spring, when the city was at its best. He did not, at any point, acknowledge the proposal. He did not decline it. He did not engage with it. He simply, through a series of small and almost invisible movements that I am still trying to understand three years later, allowed the proposal to dissolve into the air of the room, until by the time I left the building, it had ceased to exist as a thing that had been said.
I flew home the next morning. I withdrew the campaign two weeks later, in a quiet letter to the proxy advisor that cited "ongoing discussions" and was technically not a withdrawal at all but was understood, by every party who received it, to be one. The position I sold over the following six months at a small loss. The chairman is still alive. The lathe is still running. The cash is still on the balance sheet.
I cannot, even now, explain what happened in that room. I went in as an activist, with a deck, a translator, and a six percent position, and I came out as a guest who had been thanked, very politely, for visiting a man's home, and who, somewhere in the four hours between the first cup of tea and the last, had been quietly, gently, irreversibly, and without a single raised voice or harsh word, defeated.
I think about him often. I do not think he thinks about me at all. This is, in some sense I am still working out, the entire lesson.