Sceptics claim that the clustering tactic is now being used to thwart genuine shareholder activists seeking to press their case for improved corporate governance. Whatever the truth, this year’s congested proxy season is especially noteworthy as the year of the poison pill defence scheme.
According to research by HSBC, by the end of 2006 a total of 172 companies in Japan had already installed some form of takeover defence mechanism since they were first permitted in 2004. HSBC reckons that as many as 350 Japanese companies are planning to introduce pills in this year’s round of meetings.
There appear to be several reasons for the move. First, M&A activity in Japan is on the rise. HSBC calculates that there were 2,776 M&A deals in Japan in 2006 compared with 621 in 1985. Of last year’s deals, 78% were purely domestic transactions and 64 were public takeover...
