Kobayashi Pharmaceutical has announced its opposition to all shareholder proposals put forth by its largest shareholder, Oasis Management, in a move that could lead to a proxy battle ahead of the company's March shareholder meeting.
Kobayashi Pharmaceutical has officially declared its opposition to a series of proposals from its largest shareholder, the investment fund Oasis Management, in anticipation of the upcoming annual shareholders' meeting in March. The proposals by Oasis include opposing the reappointment of former president Akihiro Kobayashi and calling for the election of one new auditor, as well as changes to the articles of incorporation to allow for a non-executive director to chair the board. Kobayashi Pharmaceutical expects a contentious proxy battle as it seeks to retain shareholder support against Oasis's dissenting voice.
Oasis Management, known for its activist investing approach, has pushed for significant changes within Kobayashi Pharmaceutical, advocating for the implementation of an audit committee and greater external oversight on the board. Kobayashi, in response, has argued against these demands, stating the company is transitioning to a new governance structure involving an audit committee instead of the traditional auditor system. The current chairman, Yoshihito Ohta, who has experience from Kyocera, is already occupying the role that Oasis seeks to change, presenting a further obstacle to the proposed reforms.
As both parties prepare for the impending proxy contest, the situation highlights wider trends in corporate governance and shareholders' influence over management in Japan. The outcome of this battle will not only determine the future leadership structure of Kobayashi Pharmaceutical but also set a precedent for how other Japanese companies interact with activist shareholders moving forward.
