Kyoto District Court Confirms Validity of RMB’s Shareholder Proposal at Faith for a Spin-off IPO of Nippon Columbia

CHICAGO–(BUSINESS WIRE)–RMB Capital (“RMB”), a Chicago-based independent investment advisory firm, is a long-term shareholder of Faith Ltd. (4295 JP, “Faith”) and owns approximately 10% of the firm’s total outstanding shares.

The Kyoto District Court (“the Court”) confirmed the validity of RMB’s shareholder proposal to spin-off Nippon Columbia (“the Proposal”) at the 29th annual general shareholders’ meeting at Faith, scheduled for June 2021 (“the AGM”). The court’s ruling was issued on the petition for provisional disposition filed by RMB in May. The Court declined RMB’s request to add the Proposal at the AGM due to time constraints, however.

The Court’s ruling confirms that Faith’s board has unfairly refused to include the Proposal and that the board’s decision is inappropriate and unlawful and suppresses shareholders’ opportunity to discuss this important managerial decision at the AGM. RMB believes the Court’s decision implies Faith’s board completely lacks a law-abiding spirit and effective corporate governance system, both of which need to be addressed immediately to protect the interest of minority shareholders. Further, RMB demands that Faith’s independent directors investigate the board’s decision-making process in rejecting the Proposal, then disclose the details of that investigation to the shareholders immediately.

RMB hopes to realize the spin-off IPO of Nippon Columbia and improvement in the compliance and corporate governance system at Faith through the nomination of the outside director proposed by RMB as the AGM item # 4, on which RMB once again calls for minority shareholders to support, along with item # 3 (share repurchase proposal).

Please refer to Faith Activism for RMB’s past press releases.

About RMB Capital 

Headquartered in Chicago, RMB Capital is an independent investment advisory firm that serves high-net-worth individuals and families as well as institutional investors. Its businesses include wealth management, family office services, asset management, and retirement plan consulting. Its asset management business specializes in long-term, concentrated, active investing strategies with coverage that spans the market-cap spectrum and the globe. To learn more about RMB, visit https://rmbcapital.com.

Contacts

Media Contact:

Ilhwa Lee

RMB Capital

japan@rmbcap.com