Shareholders in top cosmetics maker Shiseido Co. and major chemical maker Tosoh Corp. separately approved measures Thursday to defend against corporate takeovers.
Prior to the Shiseido vote, President Shinzo Maeda sought shareholder support for the motion, telling them a defense was necessary “to prevent raiders from undermining the value of our company and shareholders’ interests.”
The plan gives the board of directors the power to take defensive measures based on a determination by a three-person panel of independent advisers to be named by Shiseido.
During a question-and-answer session, one Shiseido shareholder questioned if the three independent advisers would be able to make a decision as crucial to the company’s fate as how to respond to a takeover attempt.
Maeda replied, “We have selected people who are qualified to hand down” these kinds of key management decisions.
At the Tosoh shareholders’ meeting, President Madoka Tashiro also advocated the company’s proposed defense plan to shareholders.
“Any corporate acquisition should be implemented in an efficient manner after the relevant corporate entities have consented to such an acquisition deal,” he told the meeting.
“Should a would-be (purchaser) proceed with an acquisition based on its one-sided ideas, the result would be a fruitless standoff between the corporate parties involved.”
No shareholders asked any questions about the defensive measures before the vote.
The two firms were among about 1,500 listed and unlisted companies that held annual shareholder meetings across the country Thursday, the main day this year for the gatherings, according to the National Police Agency.
Of these listed companies, which closed their books in March, several of their meetings drew public attention.
Sumitomo Mitsui Banking Corp. held its meeting just after being ordered by the Fair Trade Commission last month to suspend selling financial derivatives for six months over its violation of the Antimonopoly Law. The major commercial bank forced customers to buy financial derivatives as a condition for borrowing money.
Also of interest were the shareholders’ meetings for Tokyo Broadcasting System Inc., which is in talks with Internet mall operator Rakuten Inc. to form an alliance, and major construction contractor Kajima Corp., which was involved in bid-rigging of construction projects at the Defense Facilities Administration Agency.
The NPA said police across Japan planned to send about 4,000 officers to provide security at the shareholders’ meetings of about 1,400 companies at their requests.
The number of general shareholders’ meetings held on a single day peaked in 1997 at about 2,350.
The NPA said the number of “sokaiya” corporate extortionists who attended the meetings last year declined by 46 from the previous year to 140.
Sokaiya specialize in extorting money from companies. They hold nominal shareholdings, and extort money from firms by threatening to reveal embarrassing information and to disrupt shareholder meetings by asking endless questions.
The number of sokaiya sank to an all-time low of about 350 at the end of last year, down about 20 from a year earlier, according to the NPA.
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