According to Tokyo Stock Exchange, the peak date for this year’s shareholders’ meetings will be June 27. That said, with only 25.2% of meetings concentrated on that day—compared to a striking 96.2% in 1995—the landscape has clearly changed.

This year, more than ever, attention is focused on how voting rights will be exercised. Over 100 companies are facing shareholder proposals or opposition, and about half of these come from institutional investors, including activist shareholders. The days of uneventful, rubber-stamp meetings—once nicknamed “shanshan general meetings”—are long gone.

A number of high-profile companies have drawn attention. Fuji Media Holdings is facing a proxy fight over director appointments, with tensions rising between the investment fund and the company’s management. Nissan Motor has drawn concern over its dual listing with subsidiary Nissan Shatai. At Taiyo Holdings, the founding family and largest shareholder have opposed the reappointment of the current president. Among these, AGP Corporation (AGP) is also in the spotlight. AGP, an equity-method affiliate of JAL (Japan Airlines), supplies power and air conditioning to aircraft during ground time at Japan’s ten major airports. In the upcoming shareholders’ meeting, JAL, as AGP’s largest shareholder, has submitted a proposal to delist the company by means of a reverse stock split.

AGP’s management has opposed this move, stating that “Privatization without going through a tender offer (TOB) is not fair.” Meanwhile, Japan Airport Terminal Co. and ANA Holdings—AGP’s second and third largest shareholders—have declared support for JAL’s proposal. Combined, the three shareholders hold 71.14% of shares, making the passage of the proposal virtually certain. However, attention is now turning to a countermeasure introduced by AGP: a “Majority of the Minority” (MoM) resolution. On June 9, the company held an information session to explain two key agenda items: Proposal No. 7, which calls for the cancellation of the reverse stock split, and Proposal No. 8, which aims to nullify the effectiveness of shareholder-nominated director appointments. During the session, AGP encouraged minority shareholders to exercise their voting rights in support of both proposals.

Although MoM resolutions—passed by a majority of minority shareholders—are not legally binding, they serve important purposes. By officially recording the views of minority shareholders—who stand to be forcibly squeezed out through the reverse split—such resolutions can serve as a check on the future actions of controlling shareholders and as one of the legal grounds for asserting shareholder rights when filing an objection in court.

For listed companies, M&A driven by capital logic is inevitable. Any company can become a buyer or an acquisition target. Whichever side you’re on, the key to success is winning shareholder support. A compelling growth story, strong governance, share price performance, and careful communication with shareholders are the only weapons and bulwarks a company can rely on to advance its position. Attention now turns to the decision of AGP’s minority shareholders on June 26.

This Week’s Focus, June 8 – June 12
Takashi Mizukoshi, the President