“Toshiba Faces Investor Call to Seek Alternatives to CVC Bid” (Reuters)

“Investors say a deal of this size would lure other potential suitors. Two sources familiar with the matter said Toshiba has been approached by other suitors in the past. When a change-of-control is likely to occur in the United States, the target is required to seek and achieve the highest price reasonably available from any and all parties, said Nicholas Benes, a corporate governance expert and representative director of the Board Director Training Institute of Japan.

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4/7 “Director Boot Camp” Held by Zoom! Next Course: 2021.07.13!

On April 7th, still in the midst of the pandemic, BDTI held its English Director Boot Camp via teleconference. The day-long intensive course was attended by 10 highly-experienced and highly interactive 4/7participants. The participants heard lectures about corporate governance by Nicholas Benes along with a guest lecture by Andrew Silberman of AMT, and exchanged experiences and opinions. Even during a pandemic, training continued smoothly, with all participants chiming in with insightful comments and questions.

Why Does a Farmer Fertilize, and Rotate his Crops? ~ Why is Director Training is So Essential for ESG, – But Especially in Japan?

Farmers fertilize their plots of land and sequentially rotate the crops they plant on them. They do this to improve soil health, optimize nutrients in the soil, and combat pest and weed pressures. Investors should take a cue, to improve the quality of the “land” from which they grow profits, – in other words, the […]

Kay Group K.K. – The Need for Open and Frank Conversations at Board Level

“We are still way too polite with each other.” A repeated statement when Chief Executives describe their boards in Japan. Why is this a problem for Executives? Why do we, as coaches, hear this statement repeatedly?

The Board’s Responsibilities

Boards are responsible and held accountable for the decisions they are making. Hence, the quality of the decision-making process and the decisions themselves are fundamental to the work of boards, their organizations, and the investors. When board members are too polite with each other, they don’t have so-called healthy debates. Why do these debates improve the quality of decisions? Because they invite board members to share their professional opinions.

February 9th “Director Boot Camp” Course Held by Video Conference! Next Course: April 7th, 2021!

On February 9th, still in the midst of the pandemic, BDTI held its English Director Boot Camp via Zoom. The day-long intensive course was attended by 10 highly-experienced and very interactive participants. The participants heard lectures about corporate governance by Nicholas Benes along with a guest lecture by Andrew Silberman of AMT, and exchanged experiences […]

2/9 “Director Boot Camp” Held by Zoom! Next Course: 2021.04.07!

On February 9th, still in the midst of the pandemic, BDTI held its English Director Boot Camp via teleconference. The day-long intensive course was attended by 10 highly-experienced and highly interactive participants. The participants heard lectures about corporate governance by Nicholas Benes along with a guest lecture by Andrew Silberman of AMT, and exchanged experiences and opinions. Even during a pandemic, training continued smoothly, with all participants chiming in with insightful comments and questions.

We are planning to hold the next course via teleconference on Wednesday, April 7th, 2021. Sign up early! Please see a description of our director training course here or click the button below for further information.

Few Seats Remaining for December 2, 2020 Boot Camp!

The next Boot Camp this year will be on Wednesday, December 2, 2020. Course will be on ZOOM, so anyone in the world can join. Few seats remaining, so make sure to sign up now!
This one-day intensive program teaches participants key legal and corporate governance knowledge they need to responsibly serve on, report to, or analyze boards of Japanese companies, both public and private. The course consists of short lectures interspersed with time for interactive discussion and Q&A about real-life situations that occur on boards, and how to handle them. The course is usually good fun for everybody, since we learn from each others’ experiences, as well as from BDTI. The course covers topics such as:

  • Intro to corporate governance; the role of directors and the board
  • What is legally required of directors under the Company Law?
  • Important corporate law and securities law topics
  • Legal and liability issues, and how to handle them
  • Director duties and conflict-of-interest situations
  • Statutory auditors, internal control, and the audit process
  • The role of the board in strategy and risk management
  • Best practices, committees, and succession planning
  • Japan’s new corporate governance code
  • Changing “corporate governance culture” in organizations
  • The global wave of ESG investing

Foreign Direct Investment Law Amendments

“Earlier this summer, the Corporate Counselor covered amendments to Japan’s foreign direct investment laws that lowered the government approval threshold from 10% to a mere 1% for share acquisitions of publicly-traded companies that engage in a wide range of business activities deemed critical to Japan’s national security, unless an exemption applies. Attached for ease of reference is our June newsletter, which has been updated.
Our June newsletter specifically left for another day a discussion of the shareholder rights ramifications arising from the amendments to Japan’s foreign direct investment laws. This edition of the Corporate Counselor bridges this important gap.
The impact on shareholder rights arising from the amendments to Japan’s foreign direct investment laws is a game change for investments into Japan. The Japanese government now has veto rights over fundamental corporate governance rights throughout the investment cycle. The amendments apply retroactively, so overseas investors may no longer be able to effectively control their existing investments in Japan.”

Japanese Courts Must Backstop Protections for Minority Shareholders

“In all three transactions, minority shareholders face a decision. Either accept the offered price or resist, by refusing to tender their shares or petitioning a Japanese court to review the price. The most significant question facing Japanese corporate governance today is whether Japanese courts will intervene and backstop special committees and boards of directors that are not doing their jobs.”