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Shareholder Proposal for the Appointment of an External Auditor
and the Acquisition of Treasury Shares

3D Investments submitted a shareholder proposal for the appointment of an external auditor
and conduct share buyback on January 12, 2024.
The shareholder proposal sent to the board of directors can be viewed here. (Click "here" to display the PDF)

Shareholder Proposal #1: Appoint Mr. Stephen Givens as an Outside Auditor.

Biography

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Mr. Stephen Givens

Lawyer

1982-1987    Associate, Debevoise & Plimpton, LLP
1987-1990    Associate, Gibson, Dunn & Crutcher LLP
1990-1996    Partner, Gibson Dunn & Crutcher LLP
1996-2001    Special Counsel, Nishimura & Partners (now Nishimura&Asahi)
2001-Present    Principal, Givens Gaikokuho Jimu Bengoshi Jimusho / JLX Partners Foreign Law Joint Enterprise

Other

2004-2014    Adjunct Professor, Keio Law School
2005-2014    Professor, Law Faculty, Aoyama Gakuin University
2009-2013    Adjunct Professor, Law Faculty, Sophia University
2014    Adjunct Professor, Faculty of Business and Commerce, Keio University
2014-2020    Professor, Law Faculty, Sophia University
2015-2019    Outside Member of Advisory Board, Dai-ichi Life Holdings, Inc.
2017-2019    Advisor, Investment Strategy Division, Hitachi, Ltd.
2018-2019    Advisory Board Member, Nakano Refrigerators Co., Ltd.
2019-2023    Adjunct Professor, Keio Law School

Reason for Proposal

  • Expanding the corporate auditor function may lead to enhanced supervision of management decisions via the auditors’ use of their authority to investigate and request reports

  • The management decision to be made is the consideration of acquisition proposals, and knowledge of M&A and corporate governance is essential for auditors

    • Consideration of acquisition proposals is highly specialized and requires sufficient M&A expertise
      Knowledge of corporate governance is also essential for effective supervision as a corporate auditor with strong auditing authority

  • Mr. Givens has substantial knowledge and experience in M&A and corporate governance

    • As a U.S. corporate lawyer based in Tokyo for over 30 years, he has been involved in numerous mergers and acquisitions and has advised investors and public companies on a variety of governance and M&A matters

    • Author of numerous articles and books on M&A and corporate governance

    • Has served on advisory boards of publicly traded companies

  • With his extensive experience in the U.S. and knowledge of U.S. corporate law, Mr. Givens is able to leverage best practices in governance and M&A

  • Stephen Givens is completely independent of Fuji Soft and 3D

    • Stephen Givens has no past or present commercial or business relationship with Fuji Soft or 3D

Shareholder Proposal #2:
If Fujisoft decides not to accept the acquisition proposal, conduct share buyback as follows:

  • Number of shares to be acquired: 11,013,216 shares (at 6,810 yen per share)

  • Total acquisition cost: 75,000,000,000 yen

    • However, if the total allowable acquisition cost under the Companies Act (the "distributable amount" as defined in Article 461 of the Companies Act) is less than this amount, the acquisition shall be up to the maximum amount permitted under the Companies Act.

  • Period during which shares can be acquired: Within one year from the conclusion of the upcoming AGM

  • Condition for the share buyback: If the Board of Directors rejects a takeover bid

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