Author: Stephen Givens

The long and messy poker game between KKR and Bain Capital over Fuji Soft now appears to be at an end, with Bain folding after KKR’s most recent bid of ¥9,850 per share.

Looking at the big picture, there is no question Fuji Soft’s shareholders have hugely benefited from the process.  In early 2022, when 3D Investment Partners first began accumulating what became a 23% percent stake, Fuji Soft shares were trading at ¥3,400 per share.  During 2023, as the company began to respond to 3D’s demands for restructuring, the stock price rose from ¥3,800 per share to over ¥6,000.  Then, in 2024, 3D persuaded the company to put itself up for auction to private equity bidders including KKR and Bain.

by Stephen Givens

In a significant precedent that adds a missing piece or two to Japan’s wobbly and shifting poison pill doctrine, in late July the Supreme Court upheld decisions by the Osaka District Court and Osaka High Court that invalidated a poison pill hastily set up by target Mitsuboshi Corporation (TYO 5820) to fight off an investor group with shadowy China ties that had amassed a more than 20% stake quietly in the open market.

A Gloss on Last Year’s Tokyo Kikai Seisakusho Case

The facts in the Mitsuboshi decision are in many ways similar to those of the Tokyo Kikai Seisakusho (TKS) (TYO 6335) poison pill case decided in November 2021. In both cases investors with China ties quietly acquired a sizable stake in a small, obscure target that lacked a pre-existing poison pill.

In TKS, these facts proved an embarrassment to recent judicial iterations on the poison pill, which seemed to make shareholder ratification of a poison pill both a necessary and sufficient condition for validation. [See footnote #1.]  Applying the still-fresh shareholder ratification principle would have allowed Asia Development Corporation (ADC), the Chinese-controlled company that had already acquired 40% of TKS,