SAAF Holdings has escalated its governance dispute with shareholder Toshimori Mae, saying his request to convene an extraordinary general meeting is illegal because it would seek the election of directors beyond the company's seven-seat limit.
The company said it received Mae's written request on June 11. Its legal hook, as disclosed by SAAF, is a Tokyo District Court decision from June 10 that rejected an objection to an earlier provisional order. SAAF said the court maintained that seven candidates Mae had claimed were elected at a May 12 extraordinary meeting do not hold the status of directors or representative directors.
SAAF also said the court's reasoning treated the resolutions removing the existing seven directors as cancelable, meaning those directors should still be regarded as remaining in office. If that reading holds, the company argues, a fresh election of directors would overshoot the cap in its articles of incorporation.
What comes next is less tidy. SAAF said it is still reviewing how to respond to the request and will disclose its policy once decided. One date is already fixed: the company's annual general meeting is scheduled for June 29.