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TOKYO—As the accounting scandal dogging Olympus Corp. unfolds, lawyers say they are being contacted by individual investors in Japan quietly mulling suing the company to seek compensation for the erosion of billions of dollars of shareholdings.

Large-scale suits by individual shareholders have been rare in Japan up to this point, but lawyers say the apparently open-and-shut nature of the Olympus case could help re-shape investors' willingness to enforce their rights.

While a class action against the camera and endoscope maker has already been filed in the U.S., the absence of a system in Japan where a single individual can represent a group in a court claim has made it more costly for investors in Japan to take legal action.

But lawyers say the case for the roughly 16,000 retail Olympus shareholders—nearly 10% of the company's total shares outstanding—appears relatively straightforward, with the company having already admitted to "inappropriate accounting" involving a cover-up of investment losses dating back two decades.

"It seems pretty safe to say that there were misstatements in financial reports. In that case, companies will be held legally responsible regardless of fault, so it will be quite easy even for individual shareholders to sue," said Yo Ota, a partner at the Tokyo-based law firm Nishimura & Asahi.

Exactly how much compensation might be rewarded to investors remains uncertain: Olympus shares plummeted as much as 82% after the spectacular Oct. 14 ouster of former chief executive Michael Woodford, stripped of his job after demanding that the company's board investigate a series of questionable acquisitions and huge fees paid out to little-known advisers.

At the low point on Nov. 11, $7.1 billion was wiped off Olympus market value. The shares have since rallied on hopes that any regulatory sanctions applied to the company will stop short of the extreme of delisting its shares.

"This case will likely have a pioneering role in showing that Japanese investors, long considered as submissive, will speak out when necessary," said Toshihiro Miki, a lawyer who specializes in securities litigations for individual shareholders.

While the eventual findings of Japanese securities regulators and police investigating Olympus will be crucial, three lawyers say they have already been consulted by at least a dozen shareholders on the possibility of filing a lawsuit to receive compensation for the losses incurred in the stock's downward spiral.

On Nov. 8, Olympus admitted that officials had hidden losses from the 1990s through acquisitions totaling nearly $3 billion. The company is now preparing to correct its financial statements and its stock will be delisted from the Tokyo Stock Exchange if it fails to submit an auditor-approved earnings report by Dec. 14.

Already in the U.S., law firms including Bernstein Liebhard LLP and Sarraf Gentile LLP have filed a class action against Olympus on behalf of U.S. investors in its American depositary receipts.

Olympus said it has confirmed the complaint by a U.S. individual seeking class-action status through a court filing, but added that the number of ADRs is comparatively small. Olympus said it doesn't anticipate any significant impact on earnings, regardless of the complaint's outcome.

"We intend to respond appropriately to the plaintiff's claim," the company said in a statement. "There is a possibility that there will be multiple plaintiffs filing similar lawsuits in the future," it said.

In Japan, the public response from domestic individual investors has so far been muted.

But lawyer Keitaro Shirai said a client, an investor based in western Japan, sent a letter on Nov. 2, requesting the company's statutory auditors file a suit against Olympus board members who served at the time of acquisitions made between 2006 and 2008.

Mr. Shirai declined to identify his client, but said that the individual may launch a shareholder representative lawsuit seeking payment of nearly ¥140 billion ($1.82 billion) in damages to the company management responsible for the deals, if the auditors fail to act within 60 days.

The shareholder later sent additional requests requiring the auditors to file a suit against board members who served from 1999 and the president to sue auditors and accounting firms who served in the same period, demanding they pay nearly ¥150 billion to the company, according to Olympus.

Olympus said the company's auditors and president are currently examining the details and evaluating what measures to take.

As well as the burden of individual costs, retail investor lawsuits are rarer in Japan than in the U.S. for a number of reasons such as a lack of recognition about what legislation permits.

A 2004 law revision actually made it easier for Japanese retail investors to file claims for damages caused by fabrication of financial statements, by removing the need to provide evidence of the company's intent or negligence where problems arise.

Lawyers say precedents of decisions in favor of plaintiffs in high-profile cases since 2004 involving Internet company Livedoor Co. and Seibu Railway Co.—both of which were found to be engaged in accounting fraud—will make it easier for Olympus shareholders to seek damages.

One challenge for Olympus investors will be a clause in the 2004 law under which the amount of damages incurred is calculated by determining the difference in the average share price for the month before the fraud became "public knowledge" and the month after.

In the case of Olympus, the law could be interpreted to imply the falsification was "officially announced" when the company admitted to hiding losses on Nov. 8, several significant weeks after shares began their slide on Oct. 14.

東証と大証の経営統合がとうとう合意に至った。

日本の証券取引所のグローバルベースでの競争力が強化されることは日本企業および投資家にとって歓迎すべきことである。そこで今回は世界における日本の証券取引所の立ち位置や事業内容について確認しておく。

■世界の証券取引所の収入は右肩上がり

まず、世界の証券取引所全体の収入状況であるが、これは右肩上がりで推移してきている。特に取引による収入増が顕著である。証券取引所にとってはいかに取引量を増やすかが重要なのである。これが取引所間のＭ＆Ａを促す一つの要因だ。

2007年までは上場銘柄の時価総額が増えていたので、そこからの恩恵は大きかったと思われるが、それ以降はリーマンショックのおかげもあり上場銘柄の時価総額合計は減っている。

それにもかかわらず高い収入状況を維持できたのは、一つには売買回転率が高かったことにある。株価が下落すると投資家は損をするが、証券取引所はそれだけ売買量が増えるため、１人で潤うわけだ。

実際、証券取引所の利益率をみると、比較的利益率の高い産業といえるであろう。

このような収益右肩上がり、そして高い利益率の一つの要因としては、各証券取引所がそれぞれの地域や国においてほぼ独占企業であることが挙げられる。

しかし、ＰＴＳ（私設取引システム）やＥＣＮ（電子証券取引ネットワーク）などの電子私設市場が登場し、既存証券取引所のシェアは少しずつ奪われ始めている。

今後も同様に証券取引所が独占状態を維持できる保証はない。むしろ今後の経営環境は厳しくなるだろう。

また、証券取引所による上場企業および投資家の争奪戦も激しくなると思われる。従って、今後も勝ち組でありつづけるためにＭ＆Ａを模索するというのが一つの流れである。


■海外取引所の一部は現物株よりデリバティブで稼ぐ

では、世界の主要取引所の収益内訳はどうなっているのだろうか？

各取引所によって収益の細分化の仕方が異なるため、取引所間の収益内訳を完全に横比較できるわけではないが、たとえば、ドイツ証券取引所やシンガポール証券取引所は収入の大半をデリバティブとクリアリングで稼いでいる。

現物株のトレーディングによる収入は10％以下である。現物株よりもデリバティブのほうが証券取引所にとっては利益率は高いため、今後はよりデリバティブの重要性が高まると考えられる。

※たとえばＮＹＳＥ　ＥｕｒｏｎｅｘｔやＮａｓｄａｑではクリアリング収入はトレーディングやデリバティブに含まれており、クリアリングのみの収入が公開されていないため、データ上はゼロに見えるが実際はゼロではない。東証のデリバティブ（金融派生商品）や大証のクリアリング（金融商品の清算・決済）がゼロに見えるのも同様の事情であり、ゼロではない

その点、デリバティブに強い大証が、規模の大きい東証よりも、自身の価値を高く評価しようとしたのは理解ができるし、現物の東証とデリバティブの大証の組み合わせは経営安定化策には寄与すると思われる。


■勝ち残るのは「デリバティブの収益が多い証券取引所」

さて、今後はどういう証券取引所が勝ち残るのであろうか。

大証をはじめ、世界的に多くの証券取引所が上場をしているが、過去５年間の株価の動きを確認してみると、香港とシンガポールの株価パフォーマンスが比較的良いことが見て取れる。

ともに高い利益率を維持し、シンガポール証取は先ほど見たようにクリアリングとデリバティブで大半の売り上げを稼ぎ、香港証取は中国をはじめとする海外銘柄の取り込みで成功している。シンガポール証取でも上場企業のうち２割は中国企業が占め、中国以外の海外企業も２割存在する。

これからは先進国ではなく、経済成長著しい地域から上場企業を誘致し、そして、デリバティブによる収益の下支えが重要ということになるだろう。

その点、今回の東証と大証の経営統合はデリバティブ強化には手を付けたと言えるが、次はやはり海外市場をどう取り込むのかが重要な課題である。

国内の個人投資家にとっても魅力的な海外モノに投資しやすい環境となれば喜ばしい。今回の経営統合はあくまでも通過点であって、これからが本番というのが投資家や上場企業のホンネではなかろうか。

In the years before Dynamic Dragons II sold stakes in small, unprofitable companies to Olympus Corp., the Cayman Island fund had an active record investing in similarly obscure, struggling Japanese firms, according to an examination of public records.

The stated purpose of those investments, according to corporate filings and executive statements at the time, was to strengthen and rehabilitate the target firms. But in many cases those companies failed instead— sometimes amid charges by Japanese regulators and prosecutors of violating rules or criminal activity.

In 2004 and 2005, Dynamic Dragons II, along with a company called J Bridge Corp., took a stake in the IT consultancy Phi Co., according to corporate filings.

Executives from J Bridge and others connected to Dynamic Dragons II soon joined Phi's board, according to company filings from mid 2005. Soon after, Phi started investing in other firms alongside J Bridge and Dynamic Dragons II.

In 2005, J Bridge led a group of eleven investors—including Dynamic Dragons II and Phi—to recapitalize golf-wear maker Kosugi Sangyo by buying ¥4.3 billion ($56 million) in shares, according to corporate filings and articles from the time. At the time, J Bridge executives said they were determined to revive the apparel-maker. The determination was short-lived: J Bridge sold its stake in 2007, and Kosugi Sangyo filed for bankruptcy protection two years later. It's not clear what happened with Dynamic Dragons II's stake.

J Bridge took a 14% stake in insolvent restaurateur Tasco System in 2005 and 2006, accompanied by Kosugi Sangyo and TransDigital, which Phi changed its name to in Aug. 2005. Dynamic Dragons II took a 19% stake in Tasco in 2007, according to fund filings.

Those investments too were short-lived. J Bridge sold its TransDigital stake in September 2006, and its Tasco stake in August 2007. Tasco later ceased operations, after being booted from Japan's Jasdaq exchange for failing to provide sufficient information on its finances; TransDigital filed for bankruptcy protection and its president was convicted for hiding assets from creditors.

A spokesman for Asia Alliance Holdings Co., the current name for J Bridge, said the executives who were responsible for those investments have all left the company. Executives connected with Dynamic Dragons II couldn't be reached to comment. A representative for Kosugi, the current incarnation of Kosugi Sangyo, said only some of the assets from the old company remain, and none of the executives.

TOKYO—On April 25, 2008, Olympus Corp. paid the equivalent of $177 million to Dynamic Dragons II SPC and another investment fund for stakes in three money-losing, obscure Japanese companies that Olympus was acquiring, according to Olympus documents. But who was behind Dynamic Dragons isn't clear—a sticky question for Olympus.

Dynamic Dragons II and other funds and firms received payments from Olympus between 2007 and 2010 for transactions that were portrayed as conventional corporate takeovers at the time, but which the Japanese maker of cameras and medical-imaging equipment now says were part of a plan to hide investment losses dating to the 1990s.

Japanese investigators are looking into who ultimately received what Olympus paid for its various acquisitions and whether any of it flowed to criminals, according to a person familiar with the matter.

Olympus executives said that the deals weren't connected with money laundering or "antisocial groups," a euphemism here for organized crime. The company has declined to discuss the details of its deals before it gets the results of an independent review it commissioned.

Dynamic Dragons II represented just part of the nearly $1 billion that Olympus said it spent on the three Japanese companies to hide investment losses. Like other funds with whom Olympus did business, it was based in the Cayman Islands, with no public records besides an address and the date it was set up. The scant information makes it difficult to find the owners of the fund.

The slim paper trail on Dynamic Dragons II shows that it was part of a network of elusive Japanese firms and financiers that often invested together, and whose ties and identities were constantly shifting.

The Tokyo-based firm that created Dynamic Dragons II, for example, soon changed names and was absorbed into another company, which itself changed its name three times and its ownership structure at least once in the past eight years, according to filings.

Unraveling the complicated investments and ties leading from Dynamic Dragons II and other funds will be key to figuring out with whom Olympus was working when it hid its investment losses.

"You wouldn't have a scheme like this for no reason," said Kenji Takasago, an associate professor at Kobe University who has written about money laundering but isn't familiar with the specifics of the Olympus controversy. "This is to obscure the money trail."

Dynamic Dragons II was set up in October 2004 in the Cayman Islands as the second of three Dynamic Dragons funds created by a Tokyo-based merger-and-acquisitions consulting firm called New Dynamic Consultants, according to Cayman Islands records, an archived version of the firm's Web site and a person familiar with the matter.

Within a month New Dynamic Consultants had changed its name to J Capital Management Co. and become a subsidiary of J Bridge Corp. The chairman of J Bridge in 2009 was convicted of running a cross-border insider-trading scheme. The president of a company in which Dynamic Dragons II invested was convicted for hiding assets.

New Dynamic and J Bridge may have had invested in each other. A predecessor of J Bridge in 2003 received an injection of funds from a firm named New Dynamic Consultants Ltd. that was based in the British Virgin Islands, according to investor filings.

Attempts to reach principals that were listed for Dynamic Dragons, New Dynamic and J Bridge were unsuccessful.

The ties between J Bridge and New Dynamic soon changed. Within six months of making New Dynamic its subsidiary, J Bridge had lowered its stake to below 25%, according to Hiroyuki Ueno, planning-department manager for Asia Alliance Holdings Co., the current name for J Bridge.

The firms invested largely in struggling companies, which often went on to invest in still other companies. Often J Bridge would sell its holdings and move on in a year or two. Many of the companies in which it invested failed, according to corporate records and Mr. Ueno.

Mr. Ueno said he believed J Bridge's intention was to rehabilitate the companies in which it invested, although he was hired after the period in question and said he didn't know what executives at the time were thinking. He acknowledged that J Bridge often invested through other companies and quickly changed its stakes but said he couldn't explain why.

In November 2004, for example, J Bridge and other investors, including the first Dynamic Dragons fund, took a controlling stake in Phi Co., a midsize information-technology consulting firm in Japan. Phi by then had been unprofitable for at least four years.

By early 2005, those stakes changed hands, with the first Dynamic Dragons fund and other investors selling, and Dynamic Dragons II buying, according to filings. Another fund that bought Phi shares was Global Targets SPC, which had been set up in the Cayman Islands a few days before Dynamic Dragons II, at the same address. Phi subsequently collapsed.

Dynamic Dragons II and Global Targets eventually acquired stakes in three of the companies at the center of the Olympus controversy: medical-waste disposal firm Altis, plastic-container maker News Chef and cosmetics firm Humalabo. All three companies were losing money when Olympus bought them, documents from credit-research firms show. Olympus paid ¥73.49 billion ($956 million at current exchange rates) in total for the three companies and has said the purchases were part of an effort to hide losses from decades earlier.

Dynamic Dragons II and Global Targets sold stakes in the three companies to Olympus in 2008 for ¥13.6 billion, according to Olympus documents. But ultimately the recipients of that sum couldn't be determined.

Mr. Ueno, of Asia Alliance, said its current executives don't know about past transactions.

Olympus is a department store of corporate governance issues: Problems on every level.

Indeed, a bullet-point presentation that Olympus gave its lenders this week to explain its current predicament serves as a decent floor guide to the governance challenge facing much of corporate Japan.

First, Olympus accepts that the old guard hung around for too long. In Japan, long-serving executives have been part of the furniture at companies such as Hitachi and Fujitsu. Even after executives step down, they often get appointed as advisers or to other posts that keep them in or near the decision-making process. This makes it tough for the new generation of leaders to break with the past, even when the past is proven wrong.

Next, company presidents often wield too much power. Often in Japan, one person can be chief executive, board chairman and appoint the directors and statutory auditors, the board-level executives charged with ensuring legal and regulatory compliance. At Olympus, Tsuyoshi Kikukawa was president for a decade and his authority grew throughout that time.

Then there's the question of adequate or appropriate board oversight. One of the outside directors at Olympus, Dr. Yasuo Hayashida, has said his expertise was limited solely to medical matters.

"I do attend board meetings but I have no idea about their content. I only provide medical advice," he told reporters.

Japan's interwoven businesses mean it can be tough to find truly independent directors who are qualified and willing to question top executives. Unlike directors of companies traded on other exchanges, from New York to Bangladesh, there are no guidelines for training of Japanese directors on their duties.

Of course, lax oversight of company executives isn't confined to Japan. And having better structures in place doesn't mean that oversight will be stellar either—Wall Street can testify to that. But the list of issues raised by the Olympus scandal follows an all too familiar pattern. Its chart of ills provides a good guide to Japan's governance problems—it could also be a roadmap to the solution.