Universal Entertainment Corp has announced plans to dismiss its former President and CEO Jun Fujimoto as a director and appoint in his place Tomohiro Okada – the son of company founder Kazuo Okada and controlling shareholder of the group.
The company on Tuesday called an Extraordinary General Shareholders’ Meeting, to be held on 19 September, at which time it will vote on both matters.
Fujimoto was found by the Tokyo High Court in April to have breached his fiducial duty or duty of loyalty as a director of the company by causing it to transfer US$43,497,204 to an external source without reasonable necessity and without following internal decision-making procedures. He has since stepped down from his active roles while Universal has stated it may pursue damages equivalent to the full amount of almost US$43.5 million.
In a Tuesday filing, Universal stated its decision that “it is appropriate to dismiss Mr Jun Fujimoto from his position as a director of the company in order to ensure thorough compliance and maintain a sound governance of the company.”
Shareholders will vote on Fujimoto’s dismissal at the EGM but also on the appointment of Tomohiro, whose father was dismissed from Universal in similar circumstances in 2017. Tomohiro, who fell out with his father long before his 2017 ouster, holds a controlling 53.27% stake in Universal’s parent Okada Holdings Ltd with Kazuo Okada holding the majority of the rest.
Outlining the reasons for Tomohiro’s appointment, Universal said, “In order to further strengthen the company’s business activities in Japan and overseas, the company proposes to increase the number of directors by one and to appoint Mr Tomohiro Okada … as a director.”
The group’s leadership has proven a messy affair in recent years, with Fujimoto himself instrumental in the removal of Kazuo Okada before displaced him as head of the company in 2017.
Both Fujimoto and Okada were also the targets of a lawsuit from shareholder Tsuyoshi Hosoba in 2015, which alleged they and other Universal directors at the time had breached their fiduciary duties on various matters, including US$40 million in payments from affiliates of Universal to a Philippine consultant working on the Okada Manila integrated resort project.
Universal controls Okada Manila via its Philippines subsidiary Tiger Resort, Leisure and Entertainment Inc.
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