The Tokyo District Court has thrown out a shareholder's attempt to stop SAAF Holdings from diluting a group of investors it accuses of hiding a joint stake, clearing the way for the Tokyo Stock Exchange Growth-listed company to press ahead with its takeover defense.
SAAF Holdings' board approved the free allocation of "1st Series A" share warrants on August 3, 2026, as part of its formal response to a large-scale share acquisition. The board said at the time that a group of 19 shareholders and affiliated companies had been acting in concert against it. One shareholder in that group filed for an injunction on August 17, 2026, seeking to block the warrants before they took effect.
The court dismissed that petition on September 11, 2026. SAAF Holdings disclosed the ruling on September 14, saying it planned to carry out the warrant allocation that day, using September 14 as the record date as originally scheduled.
The court's reasoning, as SAAF Holdings summarized it, rested on four points. The warrant allocation met the requirements of the company's takeover response policy. The 19-member group concealed that its members were joint holders under the Financial Instruments and Exchange Act, evading large-shareholding disclosure rules in a way that harmed both general investors and the shared interest of the company's other shareholders in knowing who controls it. That discriminatory treatment, the court found, stayed within what was necessary and reasonable, so it did not breach the shareholder equality principle set out in Article 109, paragraph 1 of the Companies Act. On that basis, the court also found the allocation was not carried out by an extremely unfair method, and it rejected the injunction claim brought under an analogous application of Companies Act Article 247.
The ruling settles the injunction fight but not the broader dispute. SAAF Holdings' earlier disclosure also referenced plans to put the allocation before shareholders at an extraordinary general meeting.