8/17/2026

Oasis Takes 5% Stake in Dentsu Soken for ¥18.6 Billion, Eyes Shareholder Proposals

BigGo Finance (08/17/26)

Hong Kong-based investment fund Oasis Management has acquired a 5.00% stake in Dentsu Soken (TYO: 4812), it was disclosed on the 17th. The holding was revealed in a large shareholding report filed with Japan's Kanto Finance Bureau on the same day. Total acquisition costs amounted to ¥18.6 billion (approximately $116.9 million). Oasis has indicated it will engage in dialogue with Dentsu Soken aimed at protecting and enhancing medium- to long-term corporate and shareholder value, and plans to make significant proposals within the next 12 months. According to the report, the reporting obligation date was the 7th. Oasis explained that its stated purpose for the holding is to make proposals aimed at protecting and enhancing Dentsu Soken's medium- to long-term corporate and shareholder value, as well as improving corporate governance, and that it is currently in dialogue with the company. The report also stated that Oasis plans to increase its stake in Dentsu Soken above 5% through both on- and off-market transactions. The likelihood that Oasis will move forward with concrete shareholder proposals engaging the Japanese IT services company is increasing. Dentsu Soken is a systems integrator under the Dentsu Group umbrella, with core businesses in IT solutions and consulting for the financial and manufacturing sectors. In recent years, the company has grown its earnings amid rising demand for digital transformation (DX), while market attention has focused on its capital relationship with parent company Dentsu Group and questions surrounding management independence. Oasis is known for its investments in Japanese companies including Toshiba, Alps Alpine (TYO: 6770), and Kao (TYO: 4452), with a track record of demanding expanded shareholder returns and business portfolio reviews. Given that its investment in Dentsu Soken also foregrounds corporate governance improvements, the content of future shareholder proposals will be closely watched. Following the filing of the large shareholding report, market participants are paying attention to the impact on Dentsu Soken's stock supply-demand dynamics and share price. Oasis's stated intention to increase its stake above 5% could support the share price in the short term on expectations of improved supply-demand conditions, while the risk of conflict with management surfacing remains depending on the specific content of shareholder proposals. Oasis's investment in Dentsu Soken represents a case demonstrating that investor engagement with Japanese companies is expanding into the IT services sector. Going forward, the focus will be on what corporate value enhancement measures Oasis proposes and how Dentsu Soken's management responds.

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8/14/2026

Cevian Calls for Higher Pay for UK Board Members

Financial Times (08/14/26) Armstrong, Ashley; Raval, Anjli

Cevian Capital has called for higher pay for non-executive directors in UK boardrooms as part of efforts to revive growth at British companies and reverse the decline of the London market. The investor, which has stakes in companies including Smith & Nephew (LON: SN) and Pearson (LON: PSON), said that pay for non-executive directors (NEDs) should increase to attract and retain the best people including from international rivals. Cevian also argued directors should be able to afford to buy shares in their companies, giving them a more direct interest in the success of the business. Harlan Zimmerman, senior partner at Cevian, said that improving the performance of UK companies was the “closest thing we have to a silver bullet for reviving the UK equity market and contributing to UK growth." A wave of takeovers of UK-listed companies and outflows from UK equities have prompted renewed concern about the health of the London market. Meanwhile, critics argue that board directors’ responsibilities have increased, meaning that less time is spent on a company’s operations and opportunities for growth. The average remuneration for NEDs in the FTSE 100 is £80,000 before tax, with directors typically required to attend six board meetings a year, according to a report due to be published by Cevian and advisory firm WTW. Cevian said total pay should double to £160,000 including share-based pay awards, which directors would have to hold for five years. There could be an option to increase pay to £240,000 if companies included three years of share awards at once, but stagger payouts to NEDs over three years as they vest. According to the report, pay for board members in the S&P 500 is almost three times higher than in the FTSE 100, with directors earning £229,000, two-thirds of which is in shares. Meanwhile, Switzerland’s top 20 companies pay their non-executive directors 90% more than the top FTSE companies, despite the median company having a smaller market value than its UK equivalent. Cevian said it was calling for directors to be paid more in part because it wants larger UK companies to invest in. “It’s our day job to call things out and think proactively. We want a bigger pond to fish in,” said Zimmerman. The investor said boards needed to devote more time to improving a company’s long-term performance, rather than complying with regulatory obligations such as on the environment. “NEDs should not be paid more for doing the same job,” said Zimmerman. “The point is that the job itself needs to evolve — it’s about being paid more to do more.” There is also concern that non-executive directors have spread themselves too thin by sitting on multiple boards, so-called overboarding. Cevian’s analysis found 47 FTSE 100 non-executive directors with four board seats at publicly listed companies and eight who sit on five or more public boards. Pippa Begg, chief executive of software company Board Intelligence, added the “underfunding and low pay result in overboarding to make a decent earning. It makes it harder to attract the best candidates as more are attracted to private equity.” Zimmerman said Cevian’s recommendations had come after discussions with other investors and UK chairs over the past year. David Schwimmer, chief executive of the London Stock Exchange Group, said he supported Cevian’s proposals. “World-class companies need world-class non-executive directors. Globally competitive remuneration and meaningful equity ownership are critical to attracting the best talent and aligning boards with long-term value creation and company success.” The Investment Association said it encouraged independent NEDs to own shares but that it was not appropriate for them to be performance-related.

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8/14/2026

SEC to Keep Hands Off Shareholder Proposals, Worrying Activists

Reuters (08/14/26) Kerber, Ross

The top U.S. financial regulator on Friday made permanent its decision to cease judging whether companies may exclude shareholder resolutions from votes at annual meetings, leaving investor activists concerned about diminishing influence. In practice, the change announced by the U.S. Securities and Exchange Commission (SEC) extends a freeze put in place last November on deciding whether to approve corporate requests to skip votes on shareholder proposals. The responses were known as "no-action" letters because they answered corporate requests for assurance the agency would take no action if executives skipped votes on proposals that often deal with hot-button issues like carbon emissions or workforce diversity. Executives claimed such measures may micromanage operations or deal with ordinary business undeserving of investors' attention. The latest move will help the SEC's Division of Corporation Finance focus resources on a broader review of filings, the agency said in a statement on its website. It said it has created an "extensive body of guidance" about whether shareholder proposals could be excluded or not. The change has not had a big impact so far. A count by law firm Freshfields found that as of June 15, 66% of known proposals were placed on proxies, compared to 59% last year. But few people seem happy with the status quo. SEC Chairman Paul Atkins in July called CEOs "lackadaisical" about using tools like the new policy. Investor activists complain they often had to file lawsuits to ensure votes on some items. "Instead of having the SEC operate as an informal referee, now investors will be forced to consider other options if a company decides to unilaterally omit a resolution with inadequate arguments," said Tim Smith, senior policy advisor for the Interfaith Center on Corporate Responsibility, whose members include resolution filers. Marc Lindsay, managing partner of corporate governance at consulting firm Jasper Street Partners, said while Friday's change was expected, it effectively increases litigation risk for companies excluding proposals. Five of six lawsuits filed over exclusions led to favorable outcomes for proponents, he said. "While infrequent, litigation – and the resulting distractions and costs – is now a very real concern for companies considering exclusions, and it may be even worse in 2027," Lindsay said.

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8/13/2026

KT&G Treasury Share Donation Lawsuit: Court Rules 'Friendly Stake' Language Alone Doesn't Prove Defense of Management Control

BigGo Finance (08/13/26)

Flashlight Capital Partners (FCP) has lost the first trial of a shareholder derivative lawsuit filed against former KT&G (KRX: 033780) directors. The Daejeon District Court's 11th Civil Division (Presiding Judge Lee Jae-eun) ruled on the 12th in favor of the defendants, dismissing the damages claim brought by Agnes, an FCP special purpose company (SPC), against 18 former KT&G directors. FCP had argued that KT&G directors donated treasury shares to scholarship foundations and employee welfare funds either free of charge or at below-market prices to defend management control and maintain their grip on the company. Treasury shares carry no voting rights, but once donated to foundations, those voting rights are revived and can be exercised in ways favorable to incumbent management, such as supporting the reappointment of registered directors. FCP contended that such treasury share disposals diluted the voting rights of all shareholders and constituted a breach of fiduciary duty that caused harm to the company for the private benefit of management. The scope of the lawsuit was narrowed to four board resolutions passed between 2015 and 2019. During this period, 681,123 treasury shares were disposed of, representing approximately 0.5% of shares outstanding at the time. Accordingly, the claim amount was reduced from the initially reported figure of over 1 trillion won (approximately $706.6 million) to 69.8 billion won (approximately $49.3 million). The court rejected all of FCP's arguments. The bench stated that "there is insufficient evidence to establish that KT&G's treasury share disposals were substantively carried out for the purpose of defending or strengthening management control." The court noted that the board's treasury share disposals had been conducted as a matter of practice for over 20 years, and that even accepting FCP's argument, the four most recent disposals represented only 6% of the total shares disposed (10.85 million shares)—a negligible scale. The court reasoned there was no basis to treat the post-2015 board resolutions any differently. The court also pointed out that the disposals amounted to only 0.5% to 2.4% of KT&G's pre-tax profit at the time, making it difficult to conclude the company suffered harm. FCP countered that the company could have used cash instead of donating treasury shares, which dilute other shareholders' voting rights. However, the court rejected this argument, stating that "determining the means and proportion of financing for business operations clearly falls within the scope of management discretion." The court added that while treasury share donations may be less advantageous than cash donations from a corporate tax perspective, they offered the benefit of achieving the same effect with a smaller contribution given the company's financial position and distributable profits. The court also ruled in favor of KT&G's board regarding the board meeting minutes, which represented the most direct physical evidence in the case. The minutes of the October 2015 KT&G board meeting—which served as the basis for the January 2016 disposal—reportedly contained the phrase "securing the company's core friendly stake" as the rationale for the treasury share disposal proposal. However, the court ruled that this language appeared only once and that its meaning could not be interpreted solely as a management control defense motive. The court found there was "ample room to interpret it as an intent to maintain a continuously close and amicable relationship." The court also sided with the defendants regarding voting records showing that scholarship foundations that received treasury shares voted in favor of KT&G board proposals and against shareholder proposals at general meetings. The court determined that if no significant issues were identified with sitting directors, it was not particularly unusual for such foundations to vote in favor of board-recommended agenda items over minority shareholder proposals. The ruling is notable in that the court recognized broad discretion for the practice of donating treasury shares to public-interest foundations friendly to management, either free of charge or at below-market prices. With the court refusing to treat even the phrase "securing a friendly stake" in board minutes as direct evidence of a management control defense motive, observers expect the bar for activist funds to prove intent in similar lawsuits to rise significantly. The ruling allows KT&G to put to rest, at least for now, the legal uncertainty surrounding its treasury share donations that has persisted for years. A KT&G representative said the company "respects the court's ruling that the former directors' decision-making was lawful." An FCP representative said the fund "will review whether to appeal."

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8/13/2026

Northern Star Snubs Elliott Investment Management With New Board Appointment

Australian Financial Review (08/13/26) Wembridge, Mark

Northern Star Resources (ASX: NST) has appointed Jetstar’s former finance chief Terry Bowen to its board in an apparent snub to United States fund Elliott Investment Management and its push for the gold miner to freshen up the top table with experienced industry operators. The appointment marks an escalation in the squabble between Northern Star, headed by veteran chairman Michael Chaney, and Florida-based Elliott, the fund founded by billionaire Paul Singer that has built a reputation for successfully agitating for change at its targets. Bowen will quit his role as president of Rokt, a global e-commerce technology company headquartered in New York, at the end of August, and return to Australia full-time to take up his seat on the gold miner’s board on September 1. He has mining industry experience, having served as a director at BHP (ASX: BHP) from 2017 to 2023. He was also on the board of infrastructure group Transurban (ASX: TCL), conglomerate Wesfarmers (ASX: WES), and supermarket giant Coles (ASX: COL). Bowen will chair Northern Star’s audit and risk committee, replacing the departing John Fitzgerald. Among his other roles, Bowen is a senior advisor to private equity group BGH Capital in Melbourne and on the board of Perth-based AFL team West Coast Eagles. “Terry brings tremendous experience spanning financial and management reporting, capital management and allocation, treasury, risk management, and M&A,” said Chaney in a statement. “His recent executive experience in a global technology business also gives him valuable perspective on the role of artificial intelligence, which will be of real benefit in view of the emerging importance of AI applications in the resources industry.” The move comes a day after Elliott escalated its campaign to force change at the underperforming Northern Star by presenting shareholders with a slate of its preferred new directors. The list included Mark Cutifani, former boss of multinational mining giant Anglo American (LON: AAL), and Graham Shuttleworth, ex-chief financial officer of Canada’s Barrick Mining (TSE: ABX). By using derivative contracts, Elliott has built a 5.6% stake in Northern Star that it is using to encourage other shareholders to push the Chaney-led board to consider sweeping changes, including the potential sale of assets or the company as a whole. The gold miner has seen billions of dollars of shareholder value erased over the past year after a series of operational setbacks and production downgrades. The problems prompted the board to remove Stuart Tonkin as chief executive and replace him with Glencore executive Suresh Vadnagra, who will take over in October. Although Chaney and the Northern board have said they are interacting with Elliott – including taking a group from the hedge fund on a personalized tour of its flagship Super Pit in Kalgoorlie-Boulder last week – the miner has pushed back against many of the U.S. firm’s suggestions.

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8/12/2026

Japan's Toho Faces Court Test of Poison Pill Tactic Against Activists

Reuters (08/12/26) Yamazaki, Makiko

Singapore-based hedge fund 3D Investment Partners sought a court injunction on Thursday to block Japanese drug wholesaler Toho Holdings' (8129.T) takeover defense, challenging the growing use of 'poison pill' strategies against investors. The request to the Tokyo District Court could test whether companies can deploy such defenses against activist shareholders who are not seeking control in Japan, the world's second-largest market for activist campaigns after the United States. Toho's largest shareholder, 3D is seeking to raise its stake to 27% from 24%, but faces a poison pill provision that would trigger a discriminatory warrant issuance designed to dilute its holding if it acquires additional shares. Shareholders backed Toho's proposal authorizing the measure with 54.7% support at the annual general meeting in June. In a statement, 3D said it had no intention of acquiring management control, as a 27% stake falls short of a level Toho has said would confer effective veto power. Therefore the prerequisite for triggering the measure, a threat to management control, does not exist, it said. Toho, however, told shareholders ahead of the June meeting that a stake of 27% would allow 3D to exert significant influence over management and potentially pressure it to prioritize short-term gains. On Thursday, the company declined to comment, saying it had not received any documents related to 3D's petition. Japan's anti-takeover defenses were once dominated by "pre-warning" poison pills adopted before a specific bidder emerged, but their use waned after governance reforms under former Prime Minister Shinzo Abe boosted scrutiny of shareholder voting. More recently, however, contingency-based poison pills targeting specific investors have increasingly been used. Advisory firm IR Japan says a record of 10 such measures were adopted last year, often to prevent activist funds from raising stakes beyond roughly 20%, a level some companies argue can confer significant influence. Government takeover guidelines permit poison pills aimed at giving shareholders time and information to assess a buyout bid. However, critics say that such measures used against investors who are not seeking control risks entrenching management and undermining efforts to boost corporate governance. Allowing such defense measures could weaken the disciplinary pressure on management from capital markets, said Manabu Matsunaka, a professor at Nagoya University Graduate School. "If management is confident its own strategy is right, it should devote its resources to explaining that strategy to shareholders, rather than seeking support for defense measures," he said.

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