Wolf Pack Activism vs. Poison Pill in Japan

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Wolf Pack Activism vs. Poison Pill in Japan by Yuichi Urata
A. Introduction: The Shocking Decision in the Mitsuboshi Case
On July 28, 2022, the Japan Supreme Court upheld the decision of the Tokyo High Court to halt the implementation of the shareholders’ rights plan (or poison pill) of Mitsuboshi Co., Ltd.1 (“Mitsuboshi”) that was challenged by one of its shareholders, Adage Capital LLP (“Adage”). It was the first court case in Japan where a listed company implemented a shareholders’ rights plan that targeted a group of activists who, without expressly agreeing to act together, were nonetheless acting in concert, and where one of them sought an injunctive remedy. Thereafter, on September 20, Mitsuboshi announced that all of its incumbent board members would step down and it would hold an extraordinary general shareholders’ meeting to elect the new board members nominated by Adage…

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