Rex’s appeal was dismissed

May 29, the appeal with permission of Rex Holdings Inc. was dismissed by Supreme Court of Japan.

Rex is a holdings company which have restaurants and stores.

In 2006, Rex’s manager made a tender offer and amended in Articles of Incorporation, finally Rex went private. 

The dissenting shareholders demanded their stocks Rex purchase at the fair price rely on Companies Act.

The agreement about the price was not reached, so the shareholders filed a petition to the court for a determination of the fair price.

Tokyo High Court decided 330 thousand yen to one share, it is higher than that of Tokyo District Court.

Rex was dissatisfied with the price, and filed a appeal with Supreme Court, but it was dismissed.

JFTC to order 7-Eleven to cease discount banning

May 29, according to  Nihon Keizai Shimbun, JFTC decided to order Seven-Eleven Japan Co.,Ltd. to cease to ban their franchisees from discounting.

JFTC thinks the banning discount is abused franchiser’s position of superiority which is unfair trade practice that Act on Prohibition of Private Monopolization and Maintenance of Fair Trade prohibits.

Almost all franchise stores are banning discount, so this is not only 7-eleven’s   problem, affects the whole franchise stores industry.

Steel Partners won Unison Capital

May 28, shareholder’s meeting of Aderans Holdings Co., Ltd was held.

All Steel Partners’ nominees elected to board of directors. In contrast, all nominees of Unison Capital which proposed a tender offer to shareholders of Aderans were not accepted.

Some activist funds and individual shareholders supported Steel because the offering price is too cheap.

According to broadcasting, Unison seems to withdraw from Aderans.

Online medicine sellers brought a suit against the government

May 25, online medicine sellers, Kenko.com. Inc. and Wellnet,Inc. brought a suit against government of Japan because MHLW enacted Pharmaceutical Affairs Law Enforcement Order which prohibits selling medicine except counter selling.

Online sellers insists that the Order is illegal because it infringes the freedom of business guaranteed in the Constitution and it’s beyond the scope of the mandate of Pharmaceutical Affairs Law.

Truly, the Law doesn’t provide for counter selling doctrine. But nowadays, some people overdose on online selling medicines and fall sick.

MHLW thinks the cause of the overdose is online selling is too easy to purchase, so they enacted the order trough the council.

But online sellers were not allowed to participate in the council.

METI abandoned obligating outside directors

  May 26, Ministry of Economy, Trade and Industry abandoned obligating the outside director's installation to the listed company.

In Japan,according to Companies Act, Company with Committees, which means american governnance model company, is obliged to have outside directors.

But majority of Japanese companies are not Company with Committees. For them, it is optional to have outside directors.

METI considered to obligating  all listed companies to have outside directors  for years. But Japan Business Federation is opposed. They say the effects of introduction is unknown.So, METI abandoned finally.

Unison changed the conditons of concerning the Tender Offer for the Shares of Aderans

May 25, Unison Capital Group changed the offer price concerning the tender offer for the shares of Aderans Holdings Co., Ltd, one of the Japan’s top hair piece maker.

Unison raised from 1000 yen to 1200 yen per one share.

The top share holder of Aderanse is Steel Partners Japan Strategic Fund (Offshore), L.P.

Steel criticized Unison for their offering , which is too cheap.