Japan Activist Murakami Sees Win in Comeback Proxy FightTom Redmond and Nao Sano
Yoshiaki Murakami, Japan’s first homegrown activist investor, will probably win board seats at Kuroda Electric Co. in his return to proxy fights after many years, according to his daughter.
Aya Murakami, 27, speaks for her father and the investment group that built a stake in the Osaka-based electronic-parts trading company and proposed that four candidates, including Yoshiaki, be added to the six-member board. Institutional Shareholder Services Inc.’s decision to recommend in favor of their appointment has tipped the balance in Murakami’s favor, she said. ISS advises investors how to vote at company meetings.
“I’m pretty sure we’ll win,” Aya Murakami, said by phone from Tokyo. “Foreign investors accounted for 44 percent of Kuroda’s shareholders at the end of March, and most of them will follow ISS’s recommendation.”
Murakami, C&I Holdings Co. and related persons and firms own about 16 percent of Kuroda Electric’s shares, according to a July filing to the Tokyo bourse. They’re urging the company to return all its profit to shareholders over the next three years. Kuroda Electric, which held 18.2 billion yen ($146 million) of cash and equivalents at the end of March, is projecting net income of 7 billion yen in the current year.
Kuroda Electric holds an extraordinary general meeting on Aug. 21 to let investors vote on the director proposals, which need majority approval from shareholders who vote to pass. Yoshitaka Kuroda, former president and member of the founding family, has said he will back the nominations. Kuroda Electric shares fell 0.5 percent in Tokyo on Tuesday.
“I think we’ll get the support of the additional 20 percent to 30 percent of shareholders that we need,” Aya Murakami said.
A spokesman for Kuroda Electric wasn’t available to comment. There’s no need to add four new outside directors because the company’s governance structure is “already functioning effectively,” according to an objection included by Kuroda Electric’s board in the meeting notice. Yoshiaki Murakami isn’t suitable to be a director because of his conviction for a “serious” securities offence, the company said in a statement posted on its website on Aug. 10.
The nominees would probably provide new insights on industry conditions and balance-sheet management, ISS said in its report, noting the company held “major surpluses of cash.”
Glass Lewis & Co., another proxy adviser, is recommending that its clients vote against the proposals. The case for adding the four candidates as directors is “unconvincing” and the proposed dividend policy is “rigid and extreme,” it said in a report.
Yoshiaki Murakami is a former trade ministry bureaucrat who quit to start his own investment fund in 1999. An outspoken early champion of shareholder rights in Japan, he was convicted of insider trading in 2007, and now lives in Singapore.
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