Activist Related Advisory

Since the 2000’s when hostile takeovers and activists began to emerge in the Japanese market, IR Japan has continually advised companies about corporate defenses versus activists. Utilizing our proprietary data gathered from an overwhelming number of shareholder identification surveys and our know-how of shareholder list analysis, we are able to immediately identify whether an activist is included on your shareholder register. When an activist is found on the register we will recommend countermeasures based on our analysis of trends of the activist’s track record and past demands. Furthermore, we can draw upon our extensive experience to evaluate the level of risk that your firm faces as an activist target and propose precautionary measures as necessary.

Recent Activist Demands

  • Increase shareholder return (Strategic Capital)
  • Improve governance, appoint an outside director (Reno, Oasis)
  • Short selling (Citron Research)
  • Sell stockholdings (SPARX)
  • Cease M&A, revise conditions in deal (Elliott)
  • Split-off / Spin-off (Starboard Value)
  • Sale of idle assets (real estate) / securitization (Third Point)
  • Large-scale acquisition (Effissimo Capital Management)

Recent Activist Demands

Phase 1: Corporate risk analysis

By reviewing recent trends and conducting a peer-comparison analysis we analyze weaknesses easily targeted by hostile shareholders.

Phase 2: Risk analysis simulation

We evaluate the risks in the composition of your company’s shareholders based on the actual results from shareholder identification surveys and information gathered 24 hours a day by our Tokyo headquarters teams and NY branch.

Phase 3: Hostile shareholder interaction simulation

From the point of view of the activist we create a possible hostile proposal highlighting potential target areas of your firm and then conduct simulations of interactions with the hostile shareholder.

Phase 4: Corporate value improvement consulting

We propose measures to improve governance and corporate value in response to actualized risks.

Examples of Recent Activist Related Support

  • Company A (market cap : ¥ 1 trillion)
    As a corporate defense adviser, we assisted in corporate governance improvements as a countermeasure against activists’ demands for higher shareholder return.
  • Company B (market cap : ¥ 500 billion)
    As a proxy adviser, we assisted in getting an activist’s shareholder proposal to increase dividends rejected.
  • Company C (market cap : ¥ 100 billion)
    As a corporate defense adviser, we assisted in getting directors elected and improving governance as a countermeasure against activists who made large scale purchases.