Executive Director, Metrical Inc

Aki Matsumoto

Executive Director

Independent Leading Corporate Governance Research

Metrical Inc

METRICAL INC. is an independent leading Corporate Governance research firm in Japan where Corporate Governance is increasingly recognized as an important element on corporate management in these days. Thus, CG research and solutions would become an essential component of global capital markets and play important to contribute to transparency of the markets and maximize shareholders’ value in Japan. 

METRICAL INC. provides Corporate Governance research and analysis including rating services, and  also offers investment research and IR services with solutions and customized profound research on CG and IR issues.

The TOPIX, also known as the Tokyo Stock Price Index, is a capitalization-weighted index of all companies listed on the First Section of the Tokyo Stock Exchange. The index is supplemented by the subindices of the 33 industry sectors. The index calculation excludes temporary issues and preferred stocks, and has a base value of 100 as of January 4, 1968.

<ul>
<li>Even the companies with US type 3 committees, which is expected to have higher awareness of corporate governance, there're differences in the status of nominating committee activities among the companies.</li>
<li>While doubts about whether the nominating committee is fulfilling its function have not been dispelled, there have been cases of low approval rates for proposals for the election of directors.</li>
<li>Since discussions in voluntary nominating committees are only advisory, more companies are expected to move to Company with US type 3 Committees, which have statutory nominating committees.</li>
</ul>


Even the companies with US type 3 committees, which is expected to have higher awareness of corporate governance, there're differences in the status of nominating committee activities among the companies.
While doubts about whether the nominating committee is fulfilling its function have not been dispelled, there have been cases of low approval rates for proposals for the election of directors.
Since discussions in voluntary nominating committees are only advisory, more companies are expected to move to Company with US type 3 Committees, which have statutory nominating committees.


Nominating Committee Is Becoming More Active in a Few Companies, but No Sign yet of Spreading to All

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

FUJI SOFT INCORPORATED is an independent software developer, specializing in communications and machine control software, business application software for bank and insurance companies, and operating system software.  Fuji Soft also installs, manages, and maintains computer systems.  The Company develops and sells word processing packaged software and also provides internet service.

<ul>
<li>On Friday 15 November, KKR <a href="https://media.kkr.com/news-details/?news_id=26de0602-31f5-4d37-9fd2-719e850dbe91&amp;type=1" target="_blank" rel="noopener">announced</a> it would launch KKR Tender2 to buy the rest of FujiSoft not purchased in KKR Tender1. Their new price is ¥1 higher than Bain's.</li>
<li>
<a href="https://www.smartkarma.com/entities/fuji-soft-inc" target="_blank" data-smartkarma-citation="entities:17504:1" rel="noopener">Fuji Soft Inc (9749 JP)</a> announced (J) it <a href="https://www.fsi.co.jp/company/news/2024/20241115_1.pdf" target="_blank" rel="noopener">supported the KKR2 Tender</a> and rejected the Bain TOB Proposal. KKR1 shareholders are "made whole" at ¥9,451/share. Minimum is 53.22%.</li>
<li>The document, however, is a Governance Disaster - an absolute shambles, effectively gaslighting investors at every turn. And now investors can see it was problematic from the start.</li>
</ul>


On Friday 15 November, KKR announced it would launch KKR Tender2 to buy the rest of FujiSoft not purchased in KKR Tender1. Their new price is ¥1 higher than Bain's.

Fuji Soft Inc (9749 JP) announced (J) it supported the KKR2 Tender and rejected the Bain TOB Proposal. KKR1 shareholders are "made whole" at ¥9,451/share. Minimum is 53.22%.
The document, however, is a Governance Disaster - an absolute shambles, effectively gaslighting investors at every turn. And now investors can see it was problematic from the start.


Fuji Soft (9749): KKR To Launch at ¥9,451, Fuji Soft REJECTS Bain's Bid - Governance in Shambles

APAC IPOs & Placements, Aequitas Research

Clarence Chu

APAC IPOs & Placements

IPOs and Placements coverage across Asia Pacific

Aequitas Research

We cover all listing across the Asia Pacific along with follow-up placements. As of Dec 2020, our team had covered 539 IPOs with a hit rate of 73.5% and 685 placements with a hit rate of 66.8%.

We combine fundamental bottom-up views with our proprietary quantitative framework to provide a holistic coverage across new listings and placements. Our coverage includes pre-IPO notes before the deal is launched, follow-up analysis once the deal is live and post-listing trading analysis as well.

Equity Capital Markets

<ul>
<li>
<a href="https://www.smartkarma.com/entities/mnc-solution" target="_blank" data-smartkarma-citation="entities:44082:1" rel="noopener">MNC Solution (MNC KS)</a> MNC Solutions is looking to raise US$200m in its upcoming Korea IPO.</li>
<li>MNC Solutions (MNC) supplies high-precision control components for maritime and aviation weaponry, and travel devices for stabilization to the defense industry.</li>
<li>In this note, we look at the firm’s past performance.</li>
</ul>



MNC Solution (MNC KS) MNC Solutions is looking to raise US$200m in its upcoming Korea IPO.
MNC Solutions (MNC) supplies high-precision control components for maritime and aviation weaponry, and travel devices for stabilization to the defense industry.
In this note, we look at the firm’s past performance.


MNC Solutions Pre-IPO - Momentum Has Been Very Strong, Although Some Corp Gov Issues to Watch For

MS&AD Insurance Group Holdings, Inc. is a holding company established through reorganization of Mitsui Sumitomo Insurance Company, Limited.  The Group writes marine, fire, casualty, automobile, life, and allied insurance policies. MS&AD Insurance Group also operates financial services and agencies.

<ul>
<li>TSE-Listed companies are asked to file "Management Conscious of Capital Cost/Stock Price" awareness reports/policies. Many have. Some are still working on it. And policies change, and CGR reports are updated.</li>
<li>Our tools show every report, links to every document, and now a new diff file tool. input a name, see the difference between the Old/New Reports. We hope it helps.</li>
<li>This tool is designed to be a shelf reference. We update it once a month, and every CorpGovReport and new "Management Conscious" report updated since a CGR update is here.</li>
</ul>


TSE-Listed companies are asked to file "Management Conscious of Capital Cost/Stock Price" awareness reports/policies. Many have. Some are still working on it. And policies change, and CGR reports are updated.
Our tools show every report, links to every document, and now a new diff file tool. input a name, see the difference between the Old/New Reports. We hope it helps.
This tool is designed to be a shelf reference. We update it once a month, and every CorpGovReport and new "Management Conscious" report updated since a CGR update is here.


Japan CorpGovReport Details: TSE "Mgmt Conscious of Capital Cost/Stock Price" Details (Nov24)

Research on International Stock Ideas, Value Punks

Value Punks

Research on International Stock Ideas

Value Punks’ mission is to deliver institutional-grade research on international stock ideas in a digestible, reader-friendly format.

At Value Punks, we blend our background in traditional value-investing with an openness to embrace a constantly and rapidly evolving investment and business landscape.

Institutional-Grade Research

Equity Bottom-Up

The Walt Disney Company is an entertainment company that conducts operations in media networks, studio entertainment, theme parks and resorts, consumer products, and interactive media. The Company produces motion pictures, television programs, and musical recordings, as well as books and magazines.

<ul><li>A lot has happened since we published our Disney thesis back in February.</li><li>On the corporate front, Disney emerged victorious from its proxy battle with Nelson Peltz and managed to patch things up with Florida Governor Ron DeSantis.</li><li>In media, Disney posted its first streaming profit—ahead of schedule—and secured the NBA’s coveted “A Package,” though it came with a hefty price tag.</li></ul>

A lot has happened since we published our Disney thesis back in February.On the corporate front, Disney emerged victorious from its proxy battle with Nelson Peltz and managed to patch things up with Florida Governor Ron DeSantis.In media, Disney posted its first streaming profit—ahead of schedule—and secured the NBA’s coveted “A Package,” though it came with a hefty price tag.