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Four Toshiba directors call for board and management shake-up
  + stars: | 2021-06-11 | by ( Makiko Yamazaki | ) www.reuters.com + 0.00   time to read: +3 min
The logo of Toshiba Corp. is seen at the company's facility in Kawasaki, Japan June 10, 2021. REUTERS/Kim Kyung-Hoon/File photoFour of Toshiba Corp’s (6502.T) independent directors called on Friday for a shake-up of the Japanese conglomerate’s management and board, accusing them of “unacceptable” actions directly against the interests of shareholders. The public criticism is the clearest sign yet of the fallout from the shareholder-commissioned report released on Thursday, which has put Toshiba's management and Japan's powerful trade ministry under scrutiny and renewed concerns about governance. Earlier on Friday, U.S. proxy advisory firm Glass Lewis urged shareholders at this year's AGM to vote against the re-appointment of Toshiba board chairman Osamu Nagayama and four others nominated by the company for the 13-member board. The independent investigation found Toshiba had devised a plan to exert undue influence on Singapore-based Effissimo Capital Management, Toshiba's top shareholder, to withdraw its proposed board nominees.
Persons: Kim Kyung, Toshiba Corp’s, Jerome Black, Paul Brough, Ayako Weissman, George Zage, Glass Lewis, Osamu Nagayama, Hiroshi Kajiyama Organizations: Toshiba Corp, REUTERS, Toshiba, Effissimo Capital Management, Harvard, Ministry, Thomson Locations: Kawasaki, Japan, Singapore
The logo of Toshiba Corp. is seen at the company's facility in Kawasaki, Japan June 10, 2021. REUTERS/Kim Kyung-Hoon/File photoJapan's trade ministry on Friday denied its officials directed an adviser to contact Toshiba Corp (6502.T) shareholders as part of a plan to pressure them to support management in a key vote on board membership. Among its findings, the investigators' report said the trade ministry "effectively asked" a government adviser, described as "Mr. M", to negotiate with Harvard University's endowment fund to change its voting behaviour. "Ministry officials have informed me that it's not true that any request was made to engage with individual investors," Trade Minister Hiroshi Kajiyama told a regular press briefing. As one of the industrial conglomerates that modernized Japan and helped its post World War Two economic recovery, Toshiba enjoys close ties with government.
Persons: Kim Kyung, management's, Hiroshi Kajiyama, Hiromichi Mizuno, Mizuno, Elon Musk, Yoshihide Suga, Suga Organizations: Toshiba Corp, REUTERS, Toshiba, Harvard, Ministry, Reuters, Tesla Inc, Investment Fund, United Nations, Innovative Finance, Sustainable Investment, Effissimo Capital Management, Investment Partners, Nikkei, Thomson Locations: Kawasaki, Japan, Britain, Tokyo
TOKYO— Toshiba Corp. worked closely with Japanese government officials to block foreign-based shareholders from exercising their rights, using inappropriate threats and language such as “beat them up,” a company-commissioned report found. The report harked back to the days when Japan Inc. was a popular term to describe the perceived tight linkage between big business and government in blocking foreign influence in Japan. Toshiba management sought to prevent the commissioning of the report, which was written by three Japanese law firms, but shareholders voted in March to go ahead with it. Effissimo and other shareholders outside Japan at the time were expressing dissatisfaction with Mr. Kurumatani’s leadership and calling for greater shareholder returns through buybacks or dividends. Mr. Kurumatani resigned in April of this year after an acquisition offer from private-equity firm CVC Capital Partners, which later fell through.
Persons: , Toshiba’s, Nobuaki Kurumatani, Kurumatani Organizations: TOKYO — Toshiba Corp, Japan Inc, Toshiba, Effissimo Capital Management, Ltd, Capital Partners Locations: Japan, Singapore
REUTERS/Toru Hanai/File PhotoJapan's influential trade ministry effectively colluded with Toshiba Corp's (6502.T) management to influence shareholders votes on director nominees at last year's annual general meeting, an independent probe has found. The Harvard fund ultimately abstained from voting. The probe also found that Toshiba, with the ministry, tried to force Effissimo to withdraw shareholder proposals for board nominees aimed at improving governance. The ministry has previously said that it never asked the adviser to contact Toshiba shareholders. Toshiba said it "will carefully review this investigation report and plans to announce its comments towards this investigation result at a later date."
Persons: Toru Hanai, Toshiba Corp's, Nobuaki Kurumatani, Effissimo Organizations: Toshiba Corp, REUTERS, Toshiba, Economy, Trade, Industry, Harvard, Singapore, Effissimo Capital Management, CVC Capital, Reuters, Thomson Locations: Tokyo, Japan
REUTERS/Toru Hanai/File PhotoJapan's trade ministry colluded with Toshiba Corp's (6502.T) management to unduly influence a key shareholder vote last year, an independent probe found, undermining Tokyo's efforts to improve corporate governance and win over foreign investors. Toshiba's management "worked closely" with the ministry to exert "undue influence on some shareholders," the report found. The probe, conducted by three lawyers, found that Toshiba, with the ministry, tried to force Effissimo to withdraw shareholder proposals for board nominees aimed at improving governance. The ministry has previously said that it never asked the adviser to contact Toshiba shareholders. CVC's offer to take the Japanese conglomerate private and retain incumbent management was perceived by some in the company as designed to shield Kurumatani from activist shareholders, Toshiba sources have said.
Persons: Toru Hanai, Toshiba Corp's, Shinzo Abe, METI, barbecuing, Toshiba's, Yoshihide Suga, Abe, Suga, Effissimo, Nobuaki Kurumatani Organizations: Toshiba Corp, REUTERS, Toshiba, Harvard, Ministry, Economy, Trade, Industry, Reuters, Effissimo Capital Management, Investment Partners, CVC Capital, Thomson Locations: Tokyo, Japan, Singapore
REUTERS/Toru Hanai/File PhotoJapan's trade and industry ministry effectively colluded with Toshiba Corp's (6502.T) management to undermine shareholders' rights, an independent probe into the company's controversial shareholders' meeting last year found. The report from the investigation, released on Thursday, is likely to heighten investor concern about governance and government interference at the conglomerate. It comes after activist investors including top shareholder Effissimo Capital Management successfully pushed for an investigation into whether Toshiba had applied pressure on shareholders over voting at the meeting. The investigators' report found that Toshiba had effectively asked a government adviser to talk to the Harvard University endowment fund to change its voting. Toshiba said it "will carefully review this investigation report and plans to announce its comments towards this investigation result at a later date."
Persons: Toru Hanai, Toshiba Corp's, Effissimo Organizations: Toshiba Corp, REUTERS, Toshiba, Effissimo Capital Management, Reuters, Harvard University, Ministry, Economy, Trade, Industry, Thomson Locations: Tokyo, Japan
The probe's findings mark an explosive turn in a long battle between the Japanese company's management and foreign shareholders, which include activist investors and Harvard University's endowment fund. The investigators also allege that Suga encouraged the pressure on Toshiba investors in a breakfast meeting with a senior company executive last July. A spokesperson for the Harvard fund declined to comment, while 3D did not immediately respond to a request for comment. The Harvard fund ultimately abstained from voting. Toshiba said at the time it was not involved in any efforts to pressure Harvard.
Persons: Yoshihide Suga, Suga, METI, Toru Hanai, Shinzo Abe, barbecuing, Nicholas Benes, Will, Hiromichi Mizuno, Nobuaki Kurumatani Organizations: Toshiba Corp, Toshiba, Harvard, Ministry, Economy, Trade, Industry, Effissimo Capital Management, Reuters, REUTERS, Investment Partners, Training, of Japan, CVC Capital, Thomson Locations: Tokyo, Singapore, Japan
FILE PHOTO: The logo of Toshiba Corp. is seen at the company's facility in Kawasaki, Japan February 13, 2017. Earlier this month, U.S. hedge fund Farallon Capital Management, Toshiba’s third-largest shareholder with a stake of around 6%, also called on the Japanese conglomerate to seek other offers from potential suitors. Singapore-based Effissimo Capital Management, Toshiba’s top shareholder with a stake of around 10%, has not commented since CVC’s offer was made public. Bain Capital, KKR & Co Inc and Canada’s Brookfield Asset Management are also looking at potential bids for Toshiba, Reuters has reported. 3D estimated Toshiba’s fair stock value in excess of 6,500 yen, compared to Monday’s closing price of 4,465 yen.
Persons: Issei Kato, , Organizations: Toshiba, Toshiba Corp, REUTERS, Investment Partners, CVC Capital Partners, Farallon Capital Management, Effissimo Capital Management, Bain Capital, KKR, Co Inc, Brookfield Asset Management, Reuters, Locations: TOKYO, Kawasaki, Japan, U.S, Singapore, Brookfield
FILE PHOTO: The logo of Toshiba Corp at the company's headquarters in Tokyo, Japan, February 14, 2017. ValueAct owned more than 5% of Olympus, the fund’s first investment in Japan, before selling some of that late last year. Takeuchi credits ValueAct with helping him “think deeper” about governance, leading to the creation of nominating, audit and compensation committees. Takeuchi said Hale never told Olympus to sell the camera business, only that he “pointed out issues, like other external directors”. Issues around governance and management have come under the spotlight in accounting and other scandals at Toshiba Corp, Olympus and elsewhere.
Persons: Yasuo Takeuchi, Toru Hanai, Takeuchi, Olympus, Robert Hale, , ” Takeuchi, Hale, “ Rob, , ValueAct, Takashi Akahane, Hideki Miyazaki, Miyazaki, Joe Bauernfreund, ” Kazunori Suzuki Organizations: Japan’s Olympus Corp, Toshiba Corp, REUTERS, ValueAct, Olympus, Elliott Management, Reuters, , Tokai, Tokai Tokyo Research Center, London, , Effissimo Capital Management, Sony, “ Companies, Waseda Business School Locations: TOKYO, Tokyo, Japan, San Francisco, Tokai Tokyo, Singapore
Fervor Over Coinbase I.P.O. Spreads: Live Business Updates
  + stars: | 2021-04-14 | by ( Eshe Nelson | ) www.nytimes.com + 0.00   time to read: +12 min
Spreads: Live Business Updates RIGHT NOW Toshiba’s top executive resigns amid company turmoil. Shares of Coinbase, a trading platform for digital currencies, begins publicly trading on Wednesday. Riot Blockchain shares rose nearly 5 percent. Shares in Bit Digital, a Chinese bitcoin mining company, rose nearly 25 percent in premarket trading in the United States. Its shares rose 4 percent after the company said revenue from its cloud business was growing and upgraded its forecast for full year earnings.
Persons: Richard Drew, , Goldman Sachs, Brian Armstrong, Michael Short, Bloomberg Coinbase, Andrew, Goldman, Coinbase, Armstrong, Satoshi Tsunakawa, Nobuaki Kurumatani, Toru Hanai, Nobuaki, , Kurumatani, Osamu Nagayama, Hisako Ueno, Matt Phillips, ” Amelia Garnett, ” Tesla, Cathie Wood, Daniel Schreiber, Schreiber, , Mr, Susan Zirinsky, Zirinsky, Baillie Gifford Organizations: ., Associated Press, United States ., JPMorgan Chase, Tesco, Credit Suisse, Archegos Capital Management, Bloomberg, Treasury, West Texas Intermediate, Nasdaq, U.S, CNBC, ICE, Toshiba, Reuters Toshiba, Westinghouse, Capital Partners, Effissimo Capital Management, CVC Capital Partners, Associated, The New York Times, “ Retail, Goldman, Global, Wall, Ark Investment Management, Palantir Technologies, CBS, Epic, Sony, PlayStation, Appaloosa Management, Fidelity Management Locations: United States, Europe, German, easyJet, American, U.S, San Francisco, Singapore, Japan
“Toshiba received an initial proposal yesterday, and will ask for further clarification and give it careful consideration,” Toshiba said in a statement, without providing further details. LightStream Research analyst Mio Kato, who publishes on investment research platform Smartkarma, described that offer price as too low. If they accepted the current offer it would still be the biggest private equity-led deal in Asia Pacific this year, surpassing Blackstone’s $6 billion offer for Crown Resorts Ltd in Australia, according to Refinitiv data. Other deals by the private equity firm include the $1.5 billion purchase of Shiseido Co’s lower-priced skincare and shampoo brands. That battle is seen as a test case for whether Japan’s established corporate giants will respond to calls for better governance.
Persons: Issei Kato, Nobuaki Kurumatani, , , Kurumatani, Yoshiaki Fujimori, Mio Kato, Katsunobu Kato, Takuro Hayashi, LightStream Research’s Kato Organizations: Toshiba Corp, Capital Partners, Toshiba, REUTERS, “ Toshiba, ” Toshiba, CVC, LightStream, Crown Resorts Ltd, Iwai Cosmo Securities, Effissimo Capital Management, Reuters Locations: TOKYO, Tokyo, Japan, Asia Pacific, Australia, Singapore
Activist-backed proposal for Toshiba probe received 58% of shareholder votes
  + stars: | 2021-03-24 | by ( Makiko Yamazaki | ) www.reuters.com sentiment -0.80   time to read: +2 min
The results suggest that a substantial number of passive Toshiba investors sided with activist investors. Singapore-based Effissimo and other activist investors are estimated to account for about 25% of Toshiba’s shareholder base. Some Toshiba shareholders had felt pressure to vote in line with management’s wishes on director nominations after contact from a government adviser or the trade ministry, sources have previously told Reuters. As a result, the fund abstained from voting and later learnt there was no basis for any probe, sources have said. A second proposal from U.S. hedge fund Farallon Capital Management, Toshiba’s second largest shareholder, received 39% of shareholder votes.
Persons: Issei Kato, management’s, Nobuaki Kurumatani Organizations: Toshiba, REUTERS, Toshiba Corp, Effissimo Capital Management, Reuters, Harvard University, Farallon Capital Management Locations: Tokyo, Japan, TOKYO, Singapore, U.S
Toshiba regains Tokyo exchange's top category amid calls for better governance
  + stars: | 2021-01-23 | by ( Reuters Staff | ) www.reuters.com sentiment -1.00   time to read: +1 min
FILE PHOTO: The logo of Toshiba is seen as a shareholder arrives at Toshiba's extraordinary shareholders meeting in Chiba, Japan March 30, 2017. REUTERS/Toru HanaiTOKYO (Reuters) - The Tokyo Stock Exchange approved on Friday Toshiba Corp’s return to the bourse’s first section amid calls from some shareholders for better governance at the Japanese industrial conglomerate. Toshiba, which filed an application for the return in April last year, will move back to the first section on Jan. 29. The TSE’s decision comes as two large shareholders - Singapore-based Effissimo Capital Management and U.S. hedge fund Farallon Capital Management - demand an extraordinary shareholders meeting for governance-related issues. Farallon Capital is asking the firm to seek shareholder approval over what the fund said is a change in investment strategy.
Persons: Toru Hanai, Toshiba Corp’s Organizations: Toshiba, REUTERS, Tokyo Stock Exchange, Effissimo Capital Management, Farallon Capital Management, Effissimo, Farallon Capital Locations: Chiba, Japan, Toru Hanai TOKYO, Singapore
UPDATE 1-Top Toshiba shareholder seeks court approval to call EGM by itself
  + stars: | 2021-01-20 | by ( Reuters Staff | ) www.reuters.com sentiment -1.00   time to read: +1 min
(Adds context)TOKYO, Jan 20 (Reuters) - Toshiba Corp’s top shareholder has sought court approval to call an extraordinary shareholders meeting (EGM) by itself as the Japanese firm has yet to officially clarify whether to hold it or not on the fund’s EGM request. Toshiba has received a notice from the Tokyo District Court that Effissimo Capital Management has filed a petition for court approval to call an EGM, the Japanese industrial conglomerate said in a filing on Wednesday. Toshiba said last week it plans to hold an EGM by the end of April as requested by Effissimo and another large shareholder, U.S. hedge fund Farallon Capital Management, but has not made an official decision. If Toshiba fails to open an EGM within eight weeks of receiving the request or to promptly start the procedure, the shareholder could call a meeting by itself with court approval. A Toshiba spokeswoman said the company is examining the details of the shareholders’ EGM demands, and that it will act in accordance of regulations.
Persons: Effissimo Organizations: Toshiba, Court, Effissimo Capital Management, Effissimo, Farallon Capital Management, EGM Locations: TOKYO, Tokyo, U.S
U.S. hedge fund Farallon joins top Toshiba shareholder in call for EGM
  + stars: | 2020-12-25 | by ( Makiko Yamazaki | ) www.reuters.com sentiment -0.99   time to read: +2 min
FILE PHOTO: The logo of Toshiba is seen as a shareholder arrives at Toshiba's extraordinary shareholders meeting in Chiba, Japan March 30, 2017. REUTERS/Toru HanaiTOKYO (Reuters) -U.S. hedge fund Farallon Capital Management said on Friday it has asked Toshiba Corp to convene an extraordinary shareholders meeting over the firm’s investment strategy, the second call for an EGM in a week by major Toshiba investors. Farallon, which owns a stake of more than 5% in Toshiba, joins top shareholder Effissimo Capital Management, which has a 9.91% stake, in calling for an emergency meeting. Farallon said Toshiba should seek shareholder approval over what it said is a change in investment strategies. Reuters reported a Japanese government adviser told the Harvard University endowment fund that its vote at Toshiba’s AGM could be subject to a regulatory probe should it vote against the firm’s management.
Persons: Toru Hanai, Farallon, Toshiba’s Organizations: Toshiba, REUTERS, Farallon Capital Management, Toshiba Corp, Effissimo Capital Management, Reuters, Harvard University Locations: Chiba, Japan, Toru Hanai TOKYO
TOKYO (Reuters) - A Japanese government adviser told the Harvard University endowment fund that its vote at Toshiba Corp’s annual shareholders meeting could be subject to a regulatory probe should it vote against the firm’s management, four sources said. A spokesman for the Harvard Management Company declined to comment, while its chief executive, N.P. Mizuno voiced the possibility of a regulatory investigation should Harvard vote against the interests of Toshiba management, four sources said. COMPROMISEDOpponents to Toshiba management have complained of perceived governance lapses under Chief Executive Nobuaki Kurumatani, who kept his job with 57% of the vote. Effissimo has since called for an extraordinary shareholder meeting to establish a team of legal experts to investigate, saying the voting rights of some shareholders were compromised.
Persons: Toru Hanai, Hiromichi Mizuno, Mizuno, Narvekar, Effissimo, Nobuaki Kurumatani Organizations: Harvard University, Toshiba, REUTERS, Ministry, Economy, Trade, Industry, Financial Times, Reuters, Investment Fund, Tesla Inc, Harvard Management Company, N.P, Harvard, Capital Management Locations: TOKYO, Chiba, Japan, U.S, Singapore
Toshiba wants to respond quickly to top shareholder's call for EGM - CEO
  + stars: | 2020-12-17 | by ( Reuters Staff | ) www.reuters.com sentiment -1.00   time to read: +1 min
FILE PHOTO: Toshiba Corp's CEO Nobuaki Kurumatani attends a news conference at the company's headquarters in Tokyo, Japan May 15, 2018. REUTERS/Issei KatoTOKYO (Reuters) - Toshiba Corp wants to decide how to respond to its top shareholder’s call for an extraordinary general shareholders meeting (EGM) “as soon as possible,” Chief Executive Officer Nobuaki Kurumatani said on Friday. Singapore-based Effissimo, which owns around 10% of Toshiba, claims that the voting rights of some shareholders were compromised at the July meeting. If Toshiba does not open an EGM within eight weeks of receiving the request, the shareholder may call a meeting by itself with court approval. Toshiba also said 44.21% of its shareholders backed an activist fund’s proposal to elect its co-founder as board director, up from the original 43.43%.
Persons: Nobuaki Kurumatani, Issei Kato TOKYO, , Kurumatani, we’ll Organizations: Toshiba, REUTERS, Toshiba Corp, Reuters, Effissimo Capital Management, Sumitomo Mitsui Trust Bank Locations: Tokyo, Japan, Singapore
FILE PHOTO: The logo of Toshiba Corp. is seen at the company's facility in Kawasaki, Japan February 13, 2017. REUTERS/Issei Kato/File PhotoTOKYO (Reuters) - Toshiba Corp’s top investor has called for an emergency shareholders meeting to investigate an annual general meeting (AGM) that was held in July at which it says several shareholders were deprived of their vote. The specific aim is to investigate whether the shareholder meeting held on July 31 “was conducted in a fair and impartial manner”, Singapore-based Effissimo Capital Management, which owns around 10% of Toshiba, said in a statement.
Persons: Issei Kato, Organizations: Toshiba Corp, REUTERS, Toshiba, Effissimo Capital Management Locations: Kawasaki, Japan, TOKYO, Singapore
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