Toshiba has moved a step closer to holding an unprecedented double extraordinary general meeting of shareholders, as the Japanese technology group rehired Goldman Sachs ahead of a showdown with its big investors.
In a move imposed upon its management by shareholders that include the secretive Asian activist fund Effissimo, Toshiba announced on Friday that it was setting February 1 as the official record date for voting rights — an administrative measure required before an EGM.
The decision by Toshiba in effect acknowledges that it must now hold an EGM at the demand of its investors — a process that remains exceptionally rare in Japan and which is widely described as the “nuclear option” by funds engaging with corporations in the country.
In a first for corporate Japan, Toshiba in December received two separate EGM demands from Effissimo and Farallon — which together hold about 15 per cent of its stock. People close to Toshiba said that the company was likely to combine the two EGM requests into a single event — a moment that governance experts said would mark a high water mark in the rise of shareholder activism in Japan.
Toshiba, which was hit by a profit-padding scandal in 2015 and forced to the brink of collapse in 2017 by the failure of its US nuclear business, has a vulnerability to activism. An emergency issuance of $5.4bn of equity in 2017 stuffed its shareholder register with foreign activists, many of which have lingered even as Toshiba languished in the second section of the Tokyo Stock Exchange.
Following the setting of the record date, Toshiba is clear to hold at some point in the next three months an EGM that could force management to clarify its plans for large scale acquisitions and also set up an independent panel to investigate the fairness of voting at the group’s 2020 annual general meeting of shareholders (AGM).
But in its statement the company stressed that it had not yet made a final decision, pointing to the possibility that the shareholders could remove the EGM demands. “Toshiba is carefully examining the details of the demand, and as a part of this process, determined to set the date of record for voting rights for the EGM,” it said.
Farallon’s EGM request calls on Toshiba’s management to explain what the US-based fund views as a weakly-justified change in the company’s investment strategy. That pivot appeared to put Toshiba in line for large overseas deals, which Farallon believes is beyond the Japanese company’s competence.
Separately, Effissimo and other investors have questioned the circumstances surrounding last July’s AGM, at which Toshiba chief executive Nobuaki Kurumatani narrowly survived a shareholder vote with just 58 per cent approval.
Reporting by the Financial Times last year revealed that, as part of Toshiba’s aggressive campaign to defend Mr Kurumatani from an activist shareholder’s attempt to oust him, the former investment head of Japan’s $1.6tn government pension fund, Hiro Mizuno, personally contacted investors in an effort to sway their decisions.
Toshiba engaged Goldman Sachs as an adviser on its anti-activist defence in July. The company has, according to people directly familiar with the situation, re-engaged the Wall Street investment bank ahead of the EGM. Goldman Sachs declined to comment.