Toyota Group Faces Off with Elliott in High-Stakes Takeover Battle

Proposed privatization of Toyota Industries could reshape corporate governance in Japan

Published on Feb. 13, 2026

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A high-stakes showdown is unfolding in Japan, pitting the Toyota Group against New York-based activist fund Elliott Investment Management. The core of the dispute is the proposed privatization of Toyota Industries, the group's founding company and the world's leading forklift manufacturer. With approximately $35 billion at stake, the outcome of this battle is poised to become a pivotal moment for corporate governance reform in Japan.

Why it matters

Toyota Industries is a vital cornerstone of the Toyota Group, holding significant stakes in key group entities. The proposed privatization is seen by Akio Toyoda as a way to shield the company from short-term shareholder pressures and focus on long-term technological innovation. However, Elliott argues the offer significantly undervalues the company and that a successful takeover could reverse a decade of progress in Japanese corporate governance, eroding foreign investor confidence.

The details

Toyota Group aims to increase its ownership of Toyota Industries from 42% to 66.7% - a two-thirds majority - triggering a 'squeeze-out' of minority shareholders. This is being achieved through a tender offer led by Toyota Industries and a special purpose company (SPC) established by Akio Toyoda, offering shareholders ¥18,800 per share. Elliott, which has amassed a 7.14% stake in Toyota Industries, argues the offer undervalues the company and that including Toyota Group affiliates in the 'minority' category is deceptive.

  • The tender offer concluded on February 12th, 2026.

The players

Toyota Group

The Japanese multinational automotive manufacturer and its founding company, Toyota Industries.

Elliott Investment Management

A New York-based activist investment fund that has taken a 7.14% stake in Toyota Industries to challenge the proposed privatization.

Akio Toyoda

The current chairman of Toyota and the great-grandson of the founder of Toyota Industries.

Sakichi Toyoda

The great-grandfather of Akio Toyoda and the founder of Toyota Industries.

AVI

An investment firm that has criticized the inclusion of Toyota Group affiliates in the 'minority' category for the 'majority of minority' principle.

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What they’re saying

“We must not let individuals continue to damage private property in San Francisco.”

— Robert Jenkins, San Francisco resident (San Francisco Chronicle)

“Fifty years is such an accomplishment in San Francisco, especially with the way the city has changed over the years.”

— Gordon Edgar, grocery employee (Instagram)

What’s next

The outcome of the tender offer will have far-reaching consequences. A victory for Toyota could empower Akio Toyoda's vision of 'family-led innovation,' while a defeat or the require for a price increase would signal a shift in power dynamics, making it more difficult for Japanese companies to squeeze out minority shareholders at undervalued prices.

The takeaway

This case highlights the ongoing tensions between corporate control and minority shareholder rights in Japan, with the potential to reshape the country's corporate governance landscape. The battle between Toyota and Elliott Investment Management will be closely watched by global investors as a test of Japan's commitment to protecting minority shareholders and fostering a more transparent and accountable business environment.