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Nidec Shareholder Seeks ¥28.73bn From Two Former Directors Over Buybacks and Dividend

A single Nidec shareholder is suing two former directors for ¥28.73bn, alleging share buybacks in 2022-23 and a December 2022 interim dividend exceeded the company's legal distribution limit; Nidec says the claim targets the directors personally and will not affect its earnings.

Sep 10, 20262 min readNIDEC CORPORATION6594
Abstract diagram of corporate cash flows for share buybacks and a dividend pressing against a legal distribution limit line, illustrating a shareholder lawsuit over Nidec's capital returns.

A Nidec shareholder has taken the company's own former leadership to court, seeking ¥28.73bn in restitution over capital returns made in 2022 and 2023. According to the litigation notice, the individual investor filed a shareholder derivative suit at the Kyoto District Court against two former Nidec directors. Nidec disclosed on September 10, 2026 that it had received this litigation notice the previous day, September 9.

The suit targets three specific capital-return transactions: a share buyback in September 2022, a second buyback carried out from February through March 2023, and an interim dividend paid in December 2022. The claim alleges that, taken together, these distributions exceeded the amount Nidec was legally permitted to distribute under the Companies Act and the associated Company Calculation Rules.

Capital returns challenged in the suit
Per Nidec's September 10, 2026 TDnet disclosure.
DateTransaction
September 2022Share buyback
February-March 2023Share buyback
December 2022Interim dividend

The suit invokes Article 462, Paragraph 1 of the Companies Act as the basis for seeking compensation from the former directors personally. Because this is a derivative suit, the shareholder is not seeking a personal payout: the plaintiff wants the court to order the two former directors to pay ¥28,730,558,300 (¥28.73bn), plus delay damages, back to Nidec itself. The case is registered at the Kyoto District Court as Reiwa 8 (Wa) No. 1749, and Nidec plans to publish an electronic public notice of the suit under Article 849, Paragraph 5 of the Companies Act.

Nidec's own reading of the suit is narrow. The company says the claim is directed at the former directors personally, seeking compensation from them rather than from Nidec, and on that basis it has judged the litigation will not affect its earnings. It added that if any disclosable developments arise, it will report them promptly.

The case does not exist in isolation. Nidec set up an officer liability investigation committee on March 13, 2026, to examine whether current and former directors, auditors, and executive officers breached their duties in connection with a series of accounting irregularities across the group. Nidec said it will decide how to respond to this derivative suit based on that committee's eventual report and recommendations. That leaves the ¥28.73bn buyback-and-dividend claim hanging on the findings of a governance review whose scope already reaches beyond the two directors named in this particular filing.