Latest news with #AkihiroKobayashi
Japan Times
08-07-2025
- Health
- Japan Times
Despite leadership changes Kobayashi Pharma still struggling with reform
Kobayashi Pharmaceutical remains only halfway through overhauling its corporate governance, as it struggles to restore public trust following the revelation of health problems linked to some of its dietary supplements more than a year ago. In an effort to move past its troubled legacy, the Osaka-based company has replaced its president twice and appointed an external chairman. These steps were intended to reduce the influence of the founding family, whose dominance has been widely seen as a root cause of the scandal. The family is believed to hold a 30% equity stake in the company and wields significant influence, posing a formidable barrier to meaningful internal reform efforts. In March last year, Kobayashi Pharmaceutical reported a series of health issues, including cases of kidney disease, among consumers who had taken dietary supplements containing beni kōji, rice fermented with red yeast. In response, the company has been compelled to review its management structure, compensate affected individuals and investigate the root cause of the problem. A report by an independent fact-finding committee comprising external attorneys concluded that then-President Akihiro Kobayashi "failed to take the lead on conducting a product recall or issuing a warning to ensure consumer safety." Following these findings, the company announced in July the same year that both Kobayashi and his father, Chairman Kazumasa Kobayashi, would resign from their positions. Satoshi Yamane, who was promoted from senior managing director to president the following month, described the company's corporate culture up to that point as one of "homogeneity" centered around the founding family. He noted that this culture had led to an overreliance on the Kobayashi family, and initiated efforts to reduce management's dependence on the family and foster a more diverse and resilient leadership structure. But in January this year, Yamane announced his resignation as president, with Executive Officer Norikazu Toyoda succeeding him. Additionally, three of the four outside directors decided to step down. As a result, five of the seven directors, including outside directors, who were in office when the beni kōji issue emerged have now left their positions. To further strengthen its leadership, Kobayashi Pharmaceutical has appointed Yoshihito Ota, known for his role in the management turnaround of Japan Airlines, as chairman following Toyoda's promotion to president. While the embattled company is highlighting progress in its management reforms, fully distancing itself from the founding family remains a significant challenge. Former Chairman Kazumasa Kobayashi continues to serve the company as a special adviser, while former President Akihiro Kobayashi now holds the position of director in charge of compensation. Oasis Management, a Hong Kong-based investment fund that owns 10% of Kobayashi Pharmaceutical's outstanding shares, has been critical of the company's management since last autumn. At an extraordinary shareholders' meeting in February, Oasis Management proposed its own slate of directors, but the proposal was rejected by a majority vote. In an unexpected turn of events in March, shareholders rejected a proposal by management to amend the company's articles of incorporation at the annual meeting. The proposed revision had been intended to advance governance reform. Currently, the articles of incorporation stipulate that the chairman and president serve as co-chairs of the board of directors. Management's proposal sought to change the provision so that, in principle, the chairmanship of the board would be held by an outside director. The proposal was rejected primarily because shareholders from the founding family voted against it, highlighting their significant influence over the company. In a recent interview, President Toyoda reflected on the outcome of the March general shareholders' meeting. He acknowledged, "We should have held more discussions to gain support from the founding family" regarding the proposed changes to the articles of incorporation. "The founding family also understands the importance of governance reform," he added. Toyoda expressed confidence that future internal reforms, compensation for victims and the implementation of measures to prevent a recurrence of the health issue would not be affected. In May, Kobayashi Pharmaceutical published its first newspaper advertisement since the scandal broke, and in June it resumed television commercials. With compensation for the victims still incomplete, however, consumer confidence in the company is still low. "We have yet to see whether (the resumption of commercials) will actually bring back customers," Toyoda said.
Yahoo
11-06-2025
- Business
- Yahoo
Voting Cards Reveal that Over 50% of Shareholders Excluding the Founding Family and Related Parties Voted For Oasis's EGM Proposals and Against Mr. Akihiro Kobayashi's Renomination at the AGM
(Securities Code: 4967 JT) *Oasis's proposals at the EGM had over majority approval, when calculated on the basis of excluding the shares owned by the founding family and its related parties (Majority of Minority, "MoM") *The Special Resolution (Agenda 1) at the AGM, which called for amendments to Kobayashi Pharma's Articles of Incorporation, received supermajority approval, which is more than two-thirds of affirmative votes out of all voting rights exercised at AGM ("Supermajority of Minority") *Additionally, over majority of voting rights at the AGM went against Mr. Akihiro Kobayashi's reappointment when calculated on MoM basis More information available at HONG KONG, June 11, 2025--(BUSINESS WIRE)--Oasis Management Company Ltd. ("Oasis") is the manager to funds that beneficially own over 10.1% of Japanese pharmaceuticals and food products manufacturer Kobayashi Pharmaceutical Co., Ltd. (4967 JT) ("Kobayashi Pharma" or the "Company"). As Kobayashi Pharma's second largest shareholder and the largest institutional shareholder, Oasis has accelerated its efforts to rebuild the Company's governance in order to secure appropriate reparations for the victims of the Beni Koji scandal, and to ensure improved product safety going forward. As part of its efforts, Oasis called for an extraordinary general shareholders' meeting ("EGM"), held a campaign at the annual general shareholders' meeting ("AGM", and together with the EGM, the "GMs"), and initiated a shareholder derivative lawsuit against its current and former board of directors (including outside directors). We are thankful for all the support of minority shareholders at the GMs. As part of our continued efforts to improve Kobayashi Pharma's corporate governance, we requested that the Company allow us to inspect the submitted voting cards for the GMs and count the voting rights exercised by the founding family and its related parties. From this inspection, Oasis discovered that the Kobayashi family and its related parties (individuals and entities that can reasonably be presumed to have long-standing close relationships with the Kobayashi family; the Kobayashi family together with such related parties collectively, the "Founding Family Related Parties") prevented improvement of Kobayashi Pharma's corporate governance by voting against, or abstaining from voting for, the amendments to its articles of incorporation (Special Resolution (Agenda 1)). The amendments were proposed by Kobayashi Pharma itself, in order to break away from its dependence on the Kobayashi family and improve its corporate governance. Given the above, in order to reveal the general shareholders' "true will" which has not been affected by the Kobayashi family's intent, we recalculated the number of exercised voting rights, excluding those of the Founding Family Related Parties who voted against the Company's proposal for improvement of corporate governance. As a result, on MoM basis, we found that Oasis's proposals at the EGM all received over 50% of approval. We also confirmed that the proposal for amendments to Kobayashi Pharma's Articles of Incorporation received Supermajority (i.e., more than two-thirds majority) support on MoM basis, and that the majority of all exercised voting rights were against Mr. Akihiro Kobayashi's reappointment at the AGM. Please see the accompanying graphs, "Voting at EGM" and "Voting at AGM". Oasis will continue to explore all possible options to prevent the recurrence of the Beni-Koji scandal and to improve corporate governance by breaking the Company's dependence on its founding family. Additionally, Oasis strongly requests that, taking into account the Founding Family Related Parties' exercise of voting rights (i.e., opposition to amendments of articles of incorporation for the purpose of improving corporate governance), Kobayashi Pharma require Mr. Kazumasa Kobayashi and Mr. Akihiro Kobayashi to resign from their roles as Special Advisor and Director in charge of compensation, respectively. To learn more please visit We welcome all stakeholders to contact Oasis at info@ to help improve Kobayashi Pharma's corporate governance and, thus, ensure consumer safety. *** Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at Oasis has adopted the Japan FSA's "Principles of Responsible Institutional Investors" (a/k/a the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with our investee companies. The information and opinion contained in this press release (referred to as the "Document") is provided by Oasis Management Company ("Oasis") for informational purposes only or for reference purposes only. The Document is not intended to solicit or seek shareholders to, jointly with Oasis, acquire or transfer, or exercise any voting rights or other shareholder's rights with respect to any shares or other securities of a specific company which are subject to the disclosure requirements under the large shareholding disclosure rules under the Financial Instrument and Exchange Act ("FIEA"). Shareholders that have an agreement to jointly acquire or transfer, or exercise their voting rights or other shareholder's rights with respect to any shares or other securities of a specific company are regarded as Joint Holders under the Japanese large shareholding disclosure rules and they must file notification of their aggregate shareholding with the relevant Japanese authority for public disclosure under the Financial Instruments and Exchange Act. Except for the case where Oasis expressly enters into such agreement, Oasis does not intend to be treated as a Joint Holder and/or a Specially Related Person with other shareholders under the Japanese FIEA or to take any action triggering reporting obligations as a Joint Holder. Oasis does not have any intention to receive any power to represent other shareholders in relation to the exercise of their voting rights. The Document exclusively represents the opinions, interpretations, and estimates of Oasis. 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Business Wire
11-06-2025
- Business
- Business Wire
Voting Cards Reveal that Over 50% of Shareholders Excluding the Founding Family and Related Parties Voted For Oasis's EGM Proposals and Against Mr. Akihiro Kobayashi's Renomination at the AGM
HONG KONG--(BUSINESS WIRE)--Oasis Management Company Ltd. ('Oasis') is the manager to funds that beneficially own over 10.1% of Japanese pharmaceuticals and food products manufacturer Kobayashi Pharmaceutical Co., Ltd. (4967 JT) ('Kobayashi Pharma' or the 'Company'). As Kobayashi Pharma's second largest shareholder and the largest institutional shareholder, Oasis has accelerated its efforts to rebuild the Company's governance in order to secure appropriate reparations for the victims of the Beni Koji scandal, and to ensure improved product safety going forward. As part of its efforts, Oasis called for an extraordinary general shareholders' meeting ('EGM'), held a campaign at the annual general shareholders' meeting ('AGM', and together with the EGM, the 'GMs'), and initiated a shareholder derivative lawsuit against its current and former board of directors (including outside directors). We are thankful for all the support of minority shareholders at the GMs. As part of our continued efforts to improve Kobayashi Pharma's corporate governance, we requested that the Company allow us to inspect the submitted voting cards for the GMs and count the voting rights exercised by the founding family and its related parties. From this inspection, Oasis discovered that the Kobayashi family and its related parties (individuals and entities that can reasonably be presumed to have long-standing close relationships with the Kobayashi family; the Kobayashi family together with such related parties collectively, the 'Founding Family Related Parties') prevented improvement of Kobayashi Pharma's corporate governance by voting against, or abstaining from voting for, the amendments to its articles of incorporation (Special Resolution (Agenda 1)). The amendments were proposed by Kobayashi Pharma itself, in order to break away from its dependence on the Kobayashi family and improve its corporate governance. Given the above, in order to reveal the general shareholders' 'true will' which has not been affected by the Kobayashi family's intent, we recalculated the number of exercised voting rights, excluding those of the Founding Family Related Parties who voted against the Company's proposal for improvement of corporate governance. As a result, on MoM basis, we found that Oasis's proposals at the EGM all received over 50% of approval. We also confirmed that the proposal for amendments to Kobayashi Pharma's Articles of Incorporation received Supermajority (i.e., more than two-thirds majority) support on MoM basis, and that the majority of all exercised voting rights were against Mr. Akihiro Kobayashi's reappointment at the AGM. Please see the accompanying graphs, 'Voting at EGM' and 'Voting at AGM'. Oasis will continue to explore all possible options to prevent the recurrence of the Beni-Koji scandal and to improve corporate governance by breaking the Company's dependence on its founding family. Additionally, Oasis strongly requests that, taking into account the Founding Family Related Parties' exercise of voting rights (i.e., opposition to amendments of articles of incorporation for the purpose of improving corporate governance), Kobayashi Pharma require Mr. Kazumasa Kobayashi and Mr. Akihiro Kobayashi to resign from their roles as Special Advisor and Director in charge of compensation, respectively. To learn more please visit We welcome all stakeholders to contact Oasis at info@ to help improve Kobayashi Pharma's corporate governance and, thus, ensure consumer safety. *** Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at Oasis has adopted the Japan FSA's 'Principles of Responsible Institutional Investors' (a/k/a the Japan Stewardship Code) and, in line with those principles, Oasis monitors and engages with our investee companies. The information and opinion contained in this press release (referred to as the "Document") is provided by Oasis Management Company ('Oasis') for informational purposes only or for reference purposes only. The Document is not intended to solicit or seek shareholders to, jointly with Oasis, acquire or transfer, or exercise any voting rights or other shareholder's rights with respect to any shares or other securities of a specific company which are subject to the disclosure requirements under the large shareholding disclosure rules under the Financial Instrument and Exchange Act ('FIEA'). Shareholders that have an agreement to jointly acquire or transfer, or exercise their voting rights or other shareholder's rights with respect to any shares or other securities of a specific company are regarded as Joint Holders under the Japanese large shareholding disclosure rules and they must file notification of their aggregate shareholding with the relevant Japanese authority for public disclosure under the Financial Instruments and Exchange Act. Except for the case where Oasis expressly enters into such agreement, Oasis does not intend to be treated as a Joint Holder and/or a Specially Related Person with other shareholders under the Japanese FIEA or to take any action triggering reporting obligations as a Joint Holder. Oasis does not have any intention to receive any power to represent other shareholders in relation to the exercise of their voting rights. The Document exclusively represents the opinions, interpretations, and estimates of Oasis.
