This Week's Risk Radar: What RaymondsIndex Is Watching When "100% Ownership" Isn't Control
Two stories from the past week describe the same structure in two languages. In Tokyo, on July 17, the Liberal Democratic Party's project team on corporate governance circulated draft proposals warning of suspected collusion between activist investors and private-equity buyers in take-private deals. The document flagged cases where activist shareholders were suspected of "securing unfair gains" by reinvesting part of their sale proceeds into acquisition vehicles set up by the PE buyer, and floated tighter rules on calling extraordinary meetings, on shareholder proposals, and — borrowing from Delaware — on appraisal-rights claims by investors who bought in after a deal was announced. The backdrop is a market that has become one of the busiest for activism outside the U.S.: Japanese private-equity deals jumped 47.8% last year to $42 billion, and this year features a bidding war between EQT, SoftBank's LY Corp and Bain Capital over Kakaku.com, plus Elliott's stake-...