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A 1933 U.S. disclosure law had been enacted as a safeguard against fraudulent securities trading. It required companies to disclose all pertinent information on their overall financial standings to potential investors. In addition, first-time issuers were required to file a multitude of securities registration statements with the SEC (Securities and Exchange Commission).
Meeting these requirements was a formidable undertaking. Morita was shouldered with the task of preparing all the necessary papers and, more importantly, straightening out all problems arising from the different legal and accounting practices, forms and even language differences between Japan and the United States.
The whole process began by translating the pertinent Japanese business laws into English. Next, all the materials needed to prepare the required reports had to be assembled.
In accordance with American accounting practices, securities reports were required to include consolidated statements of earnings, balance sheets and other detailed information of Sony and all its subsidiaries. Then, independent American CPAs audited Sony's financial position over the previous three years and four months. At the time, however, the concept of  consolidation did not exist in Japan. Morita had to first figure out what consolidation actually meant. This was followed by a continuous stream of American lawyers and accountants visiting Japan to help, and Sony's Accounting Division staff spent days and nights preparing required documents and consolidating all their statements for the past few years.
One task arose after another. English translations were needed for the articles of incorporation, corporate register, regulations governing the board of directors and the handling of stock, and the minutes of all board and shareholders' meetings as related to the upcoming issue. Sony's board of directors and lawyers had to certify the accuracy of these translations. Moreover, the Japanese legal restrictions imposed on American investors were subject to investigation by American lawyers, and all important company regulations, contracts and patents were reviewed. Morita and his staff worked desperately to prepare everything within the short time they were allotted.
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 | | From left, A. Morita, E. Schwartzenbach(Smith Barney) and Kurata(Nomura Securities). |
It was not all desk work. February 28 was set as an early account settlement day for the purpose of filing reports with the SEC. For that purpose, a complete inventory was conducted throughout the company. CPAs from Price Waterhouse and Robingan & Thomsons attended the physical inventory at the Sony head office, the plants in Atsugi and Sendai, the main Sony Shoji office, branch offices in Tokyo, Osaka and Nagoya, and the Sendai sales office. The inventory included all raw materials as well as partially finished and finished products. Due to the lack of preparation time, personnel were extremely busy in preparing for the audit.
Managing underwriters Smith Barney of New York and Nomura Securities handled the final procedures. Finally, after receiving the approval of the Ministry of Finance, at 1:00 p.m. on June 6 (2:00 a.m. on June 7, Japan time), the SEC officially accepted Sony's application for an ADR issue on the New York Stock Exchange. Sony's ADR issue and listing was thus finally authorized.
At the opening of trading, Sony's ADR, the first of its kind (in blocks of ten shares each) was offered at $17.50. In just one hour, however, Sony's two million shares had been completely sold. The booming popularity of the shares, which were bought at $23.00 and sold at $24.00, brought a sigh of relief from all concerned.
Finally the closing or due date arrived. On June 15, the underwriters' lawyers received delivery of the original stock certificates, examined them and transferred payment to the Bank of Tokyo. After confirmation by international telephone and telex, the issue was closed in New York without mishap. With this, Sony's ADR issue was official. At this point, Sony capital stood at 2.1 billion yen.
Sony's strategy to introduce foreign capital by actively seeking new shareholders in the United States through ADRs was an overwhelming success not only for Sony, but for other Japanese corporations which were to later follow suit.
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