[Lucian Holdings] A case of malicious M&A ravaging small and medium-sized enterprises [Kashima Garden Villa]

Content

Last month's issue featured an article titled 'Kashima Garden Villa Taken Over by Incident Company,' and in line with that, the central newspaper has started to report in detail on the methods of this incident company. The number of companies that have gone bankrupt due to the malicious M&A orchestrated by the incident company has reached 37 nationwide.

The whereabouts of over 100 million yen leaked from Kashima Garden

鹿島ガーデンから流出した1億円超の行方

Last month's issue reported on the takeover of the long-established wedding venue Kashima Garden Villa (hereinafter referred to as Kashima Garden) in Shirakawa City by the operating company P&K Company (hereinafter referred to as P&K) through an M&A orchestrated by Akihito Hirota, Naoshi Katayama, and tax accountant Takushi Kanda of Meisei Tax Corporation. Kazunobu Fukuchi, who was deceived by Hirota and others and appointed as the president of P&K, and Tatsunao Sasaki, a director of the company and acquaintance of Fukuchi, responded to our magazine's interview, revealing the details of the matter.

For more details, please refer to last month's issue, but at the time the article was published, the central newspaper also reported extensively on the methods of Mr. Hirota and others, introducing the voices of victims separate from P&K Corporation.

First, the Tokyo Shimbun. On May 3rd, an article titled "Under the guise of 'M&A', infiltrating small and medium-sized enterprises to siphon off money... What are the tactics of malicious investment companies?" was published online. Below are the main excerpts.

The issue at hand is the investment company "Lucian Holdings" in Chiyoda Ward, Tokyo. According to Koichi Arakawa (61), who is organizing a "Victims' Association" in Toyama City, his own trading company also suffered damage, and between 2021 and 2023, 37 companies nationwide were affected. The industries range widely, including food and beverage companies, construction, and electrical work. They were proposing acquisitions through multiple M&A intermediaries.

One of them was a company that operated a Western-style confectionery shop in Tokyo. The 60-year-old man who was managing it was considering selling due to poor business performance when he was introduced to Lucian by an intermediary. During the meeting, Lucian's executives confidently stated, "We specialize in revitalizing companies with poor financial conditions."

In April last year, the company sold its shares. A Lucian executive became the representative director. However, while the company was supposed to switch the joint guarantor to the new management team, the Lucian side did not make the change, citing busyness as the reason. Meanwhile, the Lucian executive took a monthly director's salary of 1 million yen as president, defaulted on 10 million yen borrowed from employees, and disappeared without paying two months' worth of employee salaries.

The method is the same as the takeover of P&K Corporation that Fukuchi mentioned in the interview.

The victim was Terio Co., Ltd. (Shinjuku, Tokyo), which operated a coffee shop and manufactured and sold confectionery. According to the corporate registration, Mr. Hirota became the president in April 2023, replacing the previous owner.

The company mentioned in the article, Lucian Holdings Co., Ltd. (Chiyoda, Tokyo), was introduced in last month's issue of this magazine. Established in 2021. The executives are Representative Director Akihito Hirota, Kazunobu Fukuchi, Directors Tatsuhiro Sasaki, Goro Yamauchi, Masaki Araki, and Naoshi Katayama, with the accounting advisor being the tax accountant corporation Myojo.

The Tokyo Shimbun describes the company as an "investment company," but according to Mr. Fukuchi, "the headquarters is located in the city, but it is just a rental office. We only used a service that connects calls when they come in. I was told to do it that way by Hirota, so we set it up like that." One can glimpse Mr. Hirota's absurd methods.

Following the Tokyo Shimbun, the Asahi Shimbun reported on this. The paper introduced a series of tactics used by Mr. Hirota and others in a special feature article on M&A. Below is an excerpt from the May 11 article "The M&A Intermediaries We Relied On: Pitfalls for Small and Medium-sized Enterprises."

According to interviews with former executives who sold the company, a corporate group based in Tsuchiura City, Ibaraki Prefecture, has acquired about 30 companies, including restaurants and construction contractors, through more than 10 intermediaries since 2021. Many small and medium-sized enterprises have fallen into the red due to the COVID-19 pandemic and are burdened with heavy debts.

Some companies had cash withdrawn under the pretext of "deposits". Many companies faced worsening cash flow, leading to delays and unpaid salaries for employees, as well as overdue payments to suppliers, pensions, and taxes. In many of the acquired companies, the representative of the buyer's corporate group, who became the president, has been missing since the end of last year, and there are cases where the acquired companies have consulted the police about the damages.

The male co-representative of the corporate group (30) responded to an interview, stating, "It was said that the business would be acquired and revitalized, but the reality was different." He testified that the cash and deposits drawn from the acquisition target were used for the parent company's operating funds, M&A brokerage fees, and compensation for other acquisition targets, reflecting, "It was a cycle of borrowing from Peter to pay Paul from the middle onward."

The "corporate group representative" mentioned in the article is Mr. Hirota, and the "male co-representative" is Mr. Fukuchi.

"Victims' Association" Offensive and Defensive

A large number of cardboard boxes containing financial statements of the acquired companies were placed at the base located in a building in Tsuchiura City.

The whereabouts of the cash withdrawn from the acquisition target was testified by Mr. Fukuchi in last month's issue, but the reporter subsequently obtained some evidence showing how the funds of P&K Corporation flowed out. It is multiple photo data showing the contents of the company's passbook.

According to that,

On November 8, 11 days after P&K Co. sold shares to Mr. Hirota (October 28, 2021), a total of 60 million yen, consisting of 20 million yen and 40 million yen, was transferred from the company to the Meisei account (Joyo Bank).

 ②Then, 11 days later, on November 19 of the same year, approximately 870,000 yen and approximately 17,870,000 yen, totaling 18,740,000 yen, were transferred to the account of P&K Co., Ltd. (Joyo Bank) from Meiji Yasuda Life.

③ Furthermore, six days later, on November 25 of the same year, approximately 87.18 million yen was transferred from Gibraltar Life to the same account of P&K Corporation. It is believed that Mr. Hirota and others hurriedly canceled their life insurance policies to convert everything they could into cash.

④ On the 26th of the following month, 25 million yen was withdrawn from this account (destination unknown), and an additional 100 million yen was transferred to another account of P and K Company (JA Suigo Tsukuba opened by Tax Accountant Kanda).

Five days later, on November 30 of the same year, 30 million yen of this 100 million yen was transferred to Meisei, and 30 million yen was transferred to Lucian Holdings.

Immediately after the acquisition, such a large sum of money had been siphoned off in a short period of time -- that fact alone conveys that there was no intention to revitalize the business from the start.

In last month's issue, we introduced comments from the president of a company in Toyama Prefecture representing the "Victims' Association" formed by a dozen companies taken over by Mr. Hirota and others; this president is Mr. Koichi Arakawa mentioned in the aforementioned Tokyo Shimbun article.

Mr. Arakawa is demanding that Mr. Kanda, the tax accountant, explain the facts and the flow of income and expenditure because the masterminds, Mr. Hirota and Mr. Katayama, are "missing and unreachable" (same), but he has been rebuffed by Mr. Kanda's attorney, who stated, "I have been dismissed as an accounting advisor for Lucian Holdings, so I have no obligation to respond."

According to Mr. Arakawa, among the affected business owners, there are those who think, "I don't want to be involved any further," and "It's embarrassing to reveal the internal situation," so not all 37 companies are united. Mr. Arakawa and Mr. Fukuchi are proactive in providing information to the police, stating, "We absolutely cannot forgive Mr. Hirota," but "two of the 37 companies were still being taken care of by Hirota until recently, so they are unaware that their company has been taken over" (Mr. Arakawa).

M&A recommended by the government for small and medium-sized enterprises that are struggling to survive due to the absence of successors, but it is unacceptable to leave unchecked those who are preying on companies in distress for purposes different from the original intent.


Page 2

Last month's issue featured an article titled 'Kashima Garden Villa Taken Over by Incident Company,' and in line with that, the central newspaper has started to report in detail on the methods of this incident company. The number of companies that have gone bankrupt due to malicious M&A schemes orchestrated by the incident company has reached 37 nationwide.

The whereabouts of over 100 million yen leaked from Kashima Garden

Last month's issue reported on the takeover of the long-established wedding venue Kashima Garden Villa (hereinafter referred to as Kashima Garden) in Shirakawa City by the operating company P&K Company (hereinafter referred to as P&K) through an M&A orchestrated by Akihito Hirota, Naoshi Katayama, and tax accountant Takushi Kanda of Meisei Tax Corporation. Mr. Kazunobu Fukuchi, who was deceived by Mr. Hirota and appointed as the president of P&K, and Mr. Tatsuhiro Sasaki, a director of the company and acquaintance of Mr. Fukuchi, responded to our magazine's interview, revealing the details of the matter.

For more details, please refer to last month's issue, but at the timing when this magazine article was published, the central newspaper also reported extensively on the methods of Mr. Hirota and others, introducing the voices of victims separate from P&K Corporation.

First, the Tokyo Shimbun. On May 3rd, an article titled "Under the pretext of 'M&A', infiltrating small and medium-sized enterprises to siphon off money... What are the tactics of malicious investment companies?" was published online. Below are the main excerpts.

The issue at hand is the investment company "Lucian Holdings" in Chiyoda Ward, Tokyo. According to Koichi Arakawa (61), who is organizing a "victims' association" in Toyama City, his own trading company also suffered damage, and between 2021 and 2023, 37 companies nationwide were affected. The industries range widely, including food and beverage companies, construction, and electrical work. They were proposing acquisitions through multiple M&A intermediaries.

One of them was a company that operated a Western-style confectionery shop in Tokyo. The 60-year-old man who was managing it was considering selling due to poor business performance when he was introduced to Lucian by a broker. During the meeting, Lucian's executives confidently stated, "We are good at revitalizing companies with poor financial conditions."

In April last year, the company sold its shares. A Lucian executive took the position of representative director. However, while the company was supposed to switch the guarantor to the new management team, the Lucian side did not make the change, citing busyness as the reason. Meanwhile, the Lucian executive took a monthly director's salary of 1 million yen as president, defaulted on 10 million yen borrowed from employees, and disappeared without paying two months' worth of employee salaries.

The method is the same as what Mr. Fukuchi mentioned in an interview about the takeover of P&K Corporation.

The victim was Terio Co., Ltd. (Shinjuku, Tokyo), which operated a coffee shop and manufactured and sold confectionery. According to the corporate registration, Mr. Hirota became the president in April 2023, replacing the previous owner.

The company mentioned in the article, Lucian Holdings Co., Ltd. (Chiyoda-ku, Tokyo), was introduced in last month's issue of this magazine. Established in 2021. The executives are Representative Director Akihito Hirota, Kazunobu Fukuchi, Directors Tatsuhiro Sasaki, Goro Yamauchi, Masaki Araki, and Naoshi Katayama, with the accounting advisor being the tax accountant corporation Myojo.

The Tokyo Shimbun describes the company as an "investment company," but according to Mr. Fukuchi, "the headquarters is located in the city, but it is just a rental office. We only used a service that would connect us if a call came in. I was told to do it that way by Hirota, so we set it up like that." One can glimpse Mr. Hirota's absurd methods.

Following the Tokyo Shimbun, the Asahi Shimbun reported on this. The paper introduced a series of tactics used by Mr. Hirota and others in a special feature article on M&A. Below is an excerpt from the May 11 article "The M&A Intermediaries We Relied On: Pitfalls for Small and Medium-sized Enterprises."

According to interviews with former executives who sold the company, a corporate group based in Tsuchiura City, Ibaraki Prefecture, has acquired about 30 companies, including restaurants and construction contractors, through more than 10 intermediaries since 2021. Many small and medium-sized enterprises have fallen into the red due to the COVID-19 pandemic and are burdened with heavy debts.

Some companies had their cash and deposits withdrawn under the pretext of "deposits". Many companies faced worsening cash flow, leading to delays and unpaid salaries for employees, as well as overdue payments to suppliers, pensions, and taxes. In many of the acquired companies, the representative of the buyer's corporate group, who became the president, has been missing since the end of last year, and there are cases where the acquired companies have consulted the police about the damages.

The male co-representative of the corporate group (30) responded to an interview, stating, "It was said that the business would be acquired and revitalized, but the reality was different." He testified that the cash and deposits drawn from the acquisition target were used for the parent company's operating funds, M&A brokerage fees, and compensation for other acquisition targets, reflecting, "It was a vicious cycle from the middle."

The "corporate group representative" mentioned in the article is Mr. Hirota, and the "male co-representative" is Mr. Fukuchi.

'The Victims' Association' Struggle

A large number of cardboard boxes containing financial statements of the acquired companies were placed at the base located in a building in Tsuchiura City.

The whereabouts of the cash withdrawn from the acquisition target was testified by Mr. Fukuchi in last month's issue of this magazine, but the reporter subsequently obtained some evidence showing how the funds of P&K Corporation flowed out. It is multiple photo data showing the contents of the company's passbook.

According to that,

On November 8, 11 days after P&K Co. sold shares to Mr. Hirota (October 28, 2021), a total of 60 million yen, consisting of 20 million yen and 40 million yen, was transferred from the company to the Meisei account (Joyo Bank).

 ②Then, 11 days later, on November 19 of the same year, approximately 870,000 yen and approximately 17,870,000 yen, totaling 18,740,000 yen, were transferred to the account of P&K (Joyo Bank) from Meiji Yasuda Life.

③ Furthermore, six days later, on November 25 of the same year, approximately 87.18 million yen was transferred from Gibraltar Life to the same account of P&K Corporation. It is believed that Mr. Hirota and others hurriedly canceled their life insurance policies to convert everything they could into cash.

④ On the 26th of the following month, 25 million yen was withdrawn from this account (destination unknown), and an additional 100 million yen was transferred to another account of P and K Company (JA Suigo Tsukuba opened by Tax Accountant Kanda).

Five days later, on November 30 of the same year, 30 million yen of this 100 million yen was transferred to Meisei, and 30 million yen was transferred to Lucian Holdings.

Immediately after the acquisition, such a large sum of money had been siphoned off in a short period of time -- that fact alone conveys that there was no intention to revitalize the business from the start.

In last month's issue, we introduced comments from the president of a company in Toyama Prefecture, representing the "Victims' Association" formed by a dozen companies taken over by Mr. Hirota and others. This president is Mr. Koichi Arakawa, who appears in the aforementioned article from the Tokyo Shimbun.

Mr. Arakawa is demanding that Mr. Kanda, the tax accountant, explain the facts and the flow of income and expenditure, as the masterminds, Mr. Hirota and Mr. Katayama, are "missing and unreachable" (same). However, he has been rebuffed by Mr. Kanda's attorney, who stated, "I have been dismissed as an accounting advisor for Lucian Holdings, so I have no obligation to respond."

According to Mr. Arakawa, among the affected business owners, there are those who think, "I don't want to be involved any further," and "It's shameful to reveal the internal situation," so it is not the case that all 37 companies are united. Both Mr. Arakawa and Mr. Fukuchi are proactive in providing information to the police, stating, "We absolutely cannot forgive Mr. Hirota," but "two of the 37 companies were still being taken care of by Hirota until recently, so they are unaware that their company has been taken over" (Mr. Arakawa).

M&A recommended by the government for small and medium-sized enterprises struggling to survive due to the absence of successors, but it is unacceptable to leave unchecked those who are preying on companies in distress for purposes different from the original intent.

Summary
An article published last month detailed the takeover of the historic wedding venue, Kashima Garden Villa, by a malicious M&A scheme orchestrated by Akihito Hirota and others. Following this, major newspapers began reporting on the tactics used by these perpetrators, revealing that 37 companies nationwide have suffered from similar schemes. The Tokyo Shimbun highlighted the case of Lucian Holdings, an investment company that exploited small businesses under the guise of M&A, leading to significant financial losses. Victims included a confectionery business that, after being misled into selling its shares, found itself in dire straits as the new management failed to fulfill financial obligations. The article also noted that many companies faced severe cash flow issues, resulting in unpaid salaries and debts. The Asahi Shimbun further elaborated on the situation, indicating that over 30 companies were affected, particularly in the food and construction sectors, exacerbated by the financial strain of the COVID-19 pandemic. The reports underscore a troubling trend of predatory practices targeting vulnerable businesses, raising concerns about the integrity of M&A processes in Japan.