TOKYO - U.S. investment fund Dalton Investments has issued a statement criticizing Fuji Media Holdings for rejecting its proposed board nominees, calling the move "regrettable" and stating it "does not appear to have been seriously considered."
Dalton, a major shareholder in Fuji Media Holdings—the parent company of Fuji Television—had submitted a shareholder proposal nominating 12 individuals, including SBI Holdings Chairman Yoshitaka Kitao, as candidates for the board of directors.
However, on May 16th, Fuji announced its opposition to all 12 nominees and said it would instead add four new candidates of its own to the slate of company-proposed board members.
In a statement released on May 17th, Dalton asserted that "there were no discussions at all regarding the candidates."
If Dalton does not withdraw its shareholder proposal, a proxy battle over Fuji’s leadership could unfold at the company’s general shareholders’ meeting scheduled for late June.
Dalton is known for its activist stance and its focus on undervalued companies in Asia, particularly in Japan. Founded in the 1990s, the firm has long argued that many Japanese companies are inefficiently managed and do not fully utilize their capital for shareholder returns. Dalton has often taken substantial stakes in Japanese firms and used its position to push for governance reforms, increased transparency, and stronger returns to investors. One of its longstanding targets has been Fuji Media Holdings, a major player in Japan’s media industry that owns Fuji Television and other broadcast and publishing subsidiaries. Dalton has criticized Fuji for what it sees as entrenched management, low capital efficiency, and a lack of accountability to shareholders. It has also pointed to Fuji’s large cross-shareholdings and its perceived resistance to governance reform as indicators of poor corporate stewardship.
Dalton has been a shareholder in Fuji Media Holdings for over a decade, steadily increasing its stake and growing more vocal in its demands for reform. In the past, Dalton has issued letters and public statements urging Fuji to enhance shareholder value, implement more transparent management practices, and align its board with international governance standards. Tensions escalated in recent years as Dalton began to submit shareholder proposals, including suggestions to buy back shares and to diversify the board with more independent and globally-minded members. Dalton's approach has mirrored a broader trend among foreign investors who see untapped value in Japan’s capital markets but are often frustrated by resistance from traditional Japanese corporate governance structures.
The current dispute stems from Dalton’s submission of a shareholder proposal ahead of the upcoming general meeting in June, nominating 12 individuals—including high-profile business leaders like Yoshitaka Kitao of SBI Holdings—as board candidates for Fuji Media Holdings. Fuji rejected all 12 nominees on May 16th, stating that it would instead nominate four new candidates of its own. Dalton responded the next day with a statement criticizing Fuji’s lack of engagement, saying that there had been no discussions over the proposed nominees and accusing the company of failing to seriously consider the shareholder proposal. The conflict appears to be heading toward a proxy fight, which would pit Fuji’s management against Dalton in a battle to gain support from other shareholders. Such a confrontation would highlight the growing influence of activist investors in Japan and the ongoing tension between traditional Japanese corporate governance and international investor expectations.
Source: テレ東BIZ
