Pasona Group's board voted on July 22, 2026 to oppose a shareholder proposal that would force the staffing conglomerate to buy back founder Yasuyuki Nanbu's stake unless the company first adopts a formal family-governance policy. The proposal comes from Mercury AIFLNP V.C.I.C Ltd, ahead of Pasona's annual meeting scheduled for August 28, 2026.
Mercury's proposal targets up to 18,261,937 shares held by Nanbu and Nanbu Enterprise Co., a related holding vehicle, capped at 14,897,337 shares from Nanbu personally and 3,364,600 from Nanbu Enterprise. The buyback price would be the lower of Pasona's closing share price the day before the meeting or the day before each purchase contract, capped by the company's legally distributable reserves under the Companies Act. The acquisition window would run from three months after the meeting closes to one year after it closes.
| Term | Detail |
|---|---|
| Target shareholders | Yasuyuki Nanbu and Nanbu Enterprise Co. |
| Shares covered | Up to 18,261,937 shares: 14,897,337 from Nanbu personally, 3,364,600 from Nanbu Enterprise |
| Price formula | The lower of Pasona's closing share price the day before the annual meeting or the day before each purchase contract is signed |
| Acquisition window | From three months after the meeting closes until one year after it closes |
| Sunset condition | Lapses if the board adopts and discloses a Family Governance Basic Policy within three months of the meeting |
The proposal carries an escape hatch. If Pasona's board adopts, and publicly discloses within three months of the meeting, a Basic Policy on Family Governance covering objective director-selection criteria, disclosure of the Nanbu family's voting and management intentions, succession planning for top management, minority-shareholder protections, and a self-assessment against the trade ministry's family-governance checklist, the buyback authorization lapses automatically.
Pasona's board argues the whole exercise is moot. Company Act Article 160 requires a special shareholder resolution for a buyback aimed at specific holders, and the board contends Mercury is stretching that provision to try to exclude other shareholders from a sale rather than secure an actual purchase. More pointedly, Nanbu and Nanbu Enterprise have told the company directly that they have no intention of selling, so even a shareholder-approved buyback could not force a transaction. Under Article 160(4), the two target holders cannot vote on the measure themselves.
Mercury's underlying complaint is about control and process. The founder family holds roughly 48% of Pasona's voting rights, and family members sit on the board even though Pasona has a nomination and compensation committee. The proposal states that the appointment of president Nakao was communicated to him orally by Nanbu only two days before the public announcement, which Mercury says raises doubts about how independent the selection process actually was.
Mercury also points to Pasona's stock performance as evidence that governance concerns are costing shareholders. From April 14, 2025, when Nanbu's departure was announced, through June 22, 2026, total shareholder return fell 21%, underperforming the TOPIX by 89 points, while Pasona trades at 0.43 times book value.
The proposal needs a special resolution, a two-thirds majority of votes cast, to pass at the August 28 meeting. Pasona's board has recommended shareholders vote against it, leaving the underlying question, whether the company ends up with a family-governance policy either way, to be settled at the annual meeting.