Month: January 2019

Amended, Detailed Public Comment by Nicholas Benes to JPX re: “Review of the TSE Cash Equity Market Structure”

2019-01-31 posted by

NOTE:  This public comment supersedes and replaces the one that I, Nicholas Benes, submitted on January 12, 2019)

As the person who initially proposed the Corporate Governance Code to the LDP in 2013 and 2014, and suggested a number of principles in it, I am well aware of its limitations in various areas and the fact that Japan has not yet attained the quality level for an equity market that is expected by global investors. In this sense I am very pleased that the JPX has decided to review its equity market structure and related standards.

Challenges and Realities

This indeed an important mission, for which is it essential to recognize and discuss the impact of a number of challenges that Japan faces in improving governance, efficiency, and trustworthiness of its equity capital markets. These challenges include:

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Public Comment by Nicholas Benes to JPX re: “Review of the TSE Cash Equity Market Structure”

2019-01-12 posted by

(As submitted to the JPX on January 12, 2019)
There should be only two sections of the JPX: (1) a TSE Premium Section and (2) an Emerging Companies Section.
Listing on the Premium Section should have the following requirements in addition to the existing TSE1 listing criteria:
(a) a five-year average market capitalization exceeding 50 Billion yen; (b) the ratio of total “policy holding stocks” (seisakuhoyukabu, 政策保有株) to [net assets less cash equivalents（純資産ー現金等）] as of the most recent FYE “yuho” financial report (or the one submitted just after any AGM) must not be more than 15%（10% in 2022, and 5% in 2024); (c) use of the electronic voting platform; (d) convocation notices must be sent out by both post and electronic methods at least four weeks before each AGM; (e) production of financial reports, kessan tanshin, corporate governance reports, convocation notices, and jigyou hokokusho in both Japanese and English, in all cases using XBRL formats using the same XBRL tags as those used for the respective Japanese materials…

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Is Mr. Ghosn’s understatement of compensation ”material”?

2019-01-08 posted by

Mr. Ghosn and Nissan are charged with misrepresentation of securities reports.  The Financial Instruments and Exchange Act provides for civil liability as well as criminal liability for acts of misrepresentation of securities.  Nissan will face a civil lawsuit seeking damages from investors in no distant future.  One of the issues that will be argued in civil lawsuits […]

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