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Atlantic's success in Japan hinges on a culturally sensitive approach. The firm builds rapport, provides private proposals for value creation, and only if management is unresponsive, uses the credible threat of filing a public shareholder proposal to force action. This avoids the aggressive public battles common in the West, which typically fail in Japan.
A prior, casual social relationship with Avation's chairman meant the activist's arrival wasn't a 'cold call.' This established rapport allowed for immediate, constructive dialogue, bypassing the initial hostility common in activist situations and accelerating strategic alignment from the outset.
Analysis in Japan reveals a direct positive correlation between improved corporate governance metrics, such as board independence, and equity returns. This suggests that governance reforms across Asia are not just about compliance but are a tangible source of investment alpha for discerning investors.
Activists can be effective even in companies with dual-class shares or founder control. The mechanism for influence is not the threat of a proxy fight but the power of good ideas and relationships to achieve strategic alignment with the controlling party.
The easy money in large-cap Japanese activism is made. The next wave of opportunity is in smaller, sub-billion-dollar companies based outside Tokyo. These firms are slower to adopt corporate governance reforms, leaving them undervalued and ripe for engagement.
For years, Japan was a value trap: cheap companies with poor governance hoarded cash. The game changed when Prime Minister Shinzo Abe introduced stewardship and governance codes, creating a top-down, government-backed catalyst for companies to finally improve capital allocation and unlock shareholder value.
A critical mistake for Western companies in Japan is pursuing a transaction before a relationship. The Japanese business culture requires building deep trust and rapport as a prerequisite for any deal. The long courtship is a litmus test for commitment, not just a formality.
Once dismissed for poor shareholder returns, Japan has implemented structural reforms forcing companies to improve ROE and capital allocation. This pressure to create shareholder value, combined with historically low valuations, has turned the market into a "hidden treasure" for savvy investors.
The Tokyo Stock Exchange has issued an ultimatum to companies: get your price above book value or be delisted. This is forcing an end to centuries-old practices of corporate cross-ownership and compelling companies to engage in buybacks and other shareholder-friendly actions, providing a powerful catalyst for the market.
Atlantic avoids public proxy battles and board seats not to be "gentlemanly," but to maintain liquidity. This allows them to dynamically size positions—trimming on run-ups and adding on dips—which founder Alexander Roepers considers a crucial source of returns alongside stock picking and market exposure, an advantage lost in traditional, illiquid campaigns.
When advising a Japanese company focused on societal good over profits, don't just push for buybacks. Frame improved financial performance (e.g., higher ROE) as the key to gaining the operational and financial flexibility needed to sustainably achieve their long-term societal and cultural objectives.