Bull-Dog Growls at Steel Partners
Reuters, Nikkei Net (subscription), and FT all have round-ups about the approval of a poison pill by shareholders of Bull-Dog -- a maker of Worcester, tonkatsu, and other sauces -- seeking to thwart Steel Partners's effort to take over the company.

According to the FT, Bull-Dog wants to dilute Steel's stake from 10.5 per cent to about 3 per cent by issuing new stock to shareholders other than the fund. At the general shareholders meeting on Sunday, more than two-thirds of the vote was cast for management's plan, which would give shareholders other than Steel Partners three new shares for each existing one, while paying Steel Partners in cash.

Steel will be fighting the legitimacy of that outcome in court, and according to the AP, a Tokyo District Court may issue a ruling as early as this week. (Here's a useful Reuters analysis of courts' attitudes toward poison pills.) The forthcoming decision may have potential implications for hundreds of similar defenses, although some analysts caution that not all poison pill defenses are alike, and thus there won't be a general precedent from any one ruling.

In weighing the impact of the vote, the Asahi Shimbun notes that there has been a general rise in shareholder activism at board meetings, which stands in some contrast to the image of compliant Bull-Dog shareholders eager to throw their support behind management against foreign invaders, no matter the cost to shareowner value. With foreigners now accounting for 28% of shareholder stakes and stockholders increasingly willing to voice their dissent at meetings, there's a body of opinion that believes attitudes in Japan to M&A are slowly starting to change, whatever the outcome of the fight for Bull-Dog.