One of the reasons behind Sony's determined push to issue ADR stock was the company's financial situation. By this time, Sony was no longer pressed with worries like raising money for day-to-day operating expenses. Money for R&D or plant and capital equipment investments, however, was another story.
Japanese banks would not easily lend money for reasons of their own. The rapid growth in Japanese industry in the postwar period throughout the Korean War led to a scarcity of money on the open market. Japan was chronically short of funds. Banks were the only place to which people could turn, but the high demand for loans only aggravated things, creating a Catch-22 situation. Moreover, from prewar days most of the large business concerns had aligned themselves with certain banks. This made fund-raising even more difficult for a newcomer like Sony with no affiliations.
Through their long association with Bandai, Sony had dealt exclusively with the Mitsui Bank. The Mitsui Bank was a relatively new institution, created just after the war along with the Dai-ichi Bank as a result of the Teikoku Bank
split-up. Naturally then, Mitsui's small capital holdings made it a second-class bank. Furthermore, since it gave precedence to its old Mitsui group affiliates from the prewar days, it did not have the margin to lend funds to Sony.
Noboru Yoshii, a former branch manager of one of Tokyo's largest Mitsui offices who had joined Sony the year before, suggested that Sony should conduct business with all the major banks. As he was a long-time bank employee, he was well aware of the situation.
At the time, not a single financial institution held major shares of Sony stock. Mitsui Bank and the Nichido Fire and Marine Insurance Co. together held a mere 8%. In comparison, Japanese banks owned 23% of all industrial stock, making it clear how low Sony was rated in their eyes. Yoshii visited Mitsubishi, Fuji and other leading banks to ask them to do business with Sony and become stockholders. He hoped to increase the share of stable, large shareholders to 14 or 15%.
In the meantime, Morita and Yoshii began considering alternative ways of financing the company that would provide more growth potential.
We have to put an end to our current indirect financing --- we must stop depending on borrowed money and break free from the banks. To do so, we should move into securities and not just in the Japanese market, but markets throughout the world as well. Bearing this in mind, Sony switched from indirect to direct financing. And Morita committed himself and Sony to the ADR.
The Ministry of Finance ordered potential trustee banks, including Mitsui, to choose ten companies initially. Needless to say, the Mitsui Bank endorsed its Mitsui group affiliates, who did not think Sony belonged among the candidates in the first place. The Bank of Tokyo, however, agreed to act as Sony's trustee. As it turned out, Yoshii's visits to the banks were partly in anticipation that Sony would need a trustee when it began issuing ADR stock. Ultimately, 16 companies --- from giants Mitsui & Co., Ltd., and Hitachi to Sony --- were chosen for ADR certification.
The next hurdle, however, was thoroughly absorbing all the procedures involved, which were far too complex to understand with only brief study. Morita, acting as ADR project manager, had a mere six months to absorb every detail of this complex undertaking before Sony was to make its debut on the U.S. securities market.
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