Oasis Challenges DIC's Opaque Governance

The saga of DIC Corporation and its largest shareholder, Oasis Management Company Ltd., continues to unfold, with Oasis raising serious questions about the Japanese ink and chemical products manufacturer's governance and transparency. The latest chapter in this corporate drama involves Oasis's persistent scrutiny of DIC's related-party transactions and the influence of Mr. Yoshihisa Kawamura, a director with a controversial track record.

Oasis, which owns approximately 11.5% of DIC, has been vocal about its concerns regarding the company's corporate governance. In a recent press release, Oasis urged fellow shareholders to vote against the re-election of Mr. Ino, the former CEO, citing his lack of management skills, underperformance, and failure to properly supervise related-party transactions with Mr. Kawamura and his family-related entities. Oasis also called for a vote in favor of its shareholder proposal to amend the Articles of Incorporation to strengthen monitoring of related-party transactions.

The crux of Oasis's concerns lies in the Saitama Land Case, a transaction in which an entity controlled by the Kawamura Family acquired land in Saitama from DIC and then sold it to a subsidiary of Mitsubishi Estate less than two months later. Oasis has been requesting explanations from DIC regarding this transaction but has been met with resistance. DIC has argued that Oasis should not be allowed to inspect and make copies of the requested materials, despite these being basic, fundamental shareholder rights clearly guaranteed by the Japan Companies Act.



The lack of transparency in DIC's related-party transactions is not an isolated incident. Oasis has also raised concerns about the company's handling of the future of the Kawamura Memorial DIC Museum of Art. The museum's art collection constitutes a significant portion of DIC's market capitalization, and the handling of the artworks is a major decision that will have a decisive and irreversible impact on both DIC's corporate value and equity value. Oasis has questioned the Board's decision to reduce the art collection to one quarter of its size without defining which artworks will constitute that one quarter, calling it an "opaque decision-making process."

The broader implications of Oasis's concerns about DIC's governance and transparency are significant. They highlight the need for improved corporate governance and shareholder protection in Japan, a country where related-party transactions and opaque decision-making processes have long been a source of controversy. Oasis's stance on DIC Corporation's related-party transactions reflects broader concerns about corporate governance and shareholder rights in Japan, underscoring the need for greater transparency, accountability, and shareholder engagement.

In response to Oasis's concerns, DIC has provided no reasonable explanations or responses but has instead reacted with dishonest criticism. Oasis has condemned DIC's unjustified criticism and has asked DIC to stop making clearly dishonest claims and responses in court if it seeks to conduct “appropriate engagement” with Oasis. The company has also been accused of attempting to deprive shareholders of their rightful assets and effectively transfer wealth and/or control of the assets to an inner circle of people and organizations under Mr. Kawamura's influence.



The conflict between Oasis and DIC is a microcosm of the broader struggle for corporate accountability and transparency in Japan. It raises important questions about the role of shareholders in corporate governance, the need for greater transparency in related-party transactions, and the importance of protecting minority shareholder rights. As the 2025 AGM approaches, all eyes will be on DIC and its shareholders to see how this corporate drama unfolds.