Singapore-based investment fund 3D Investment Partners has asked the Tokyo District Court to block Japanese drug wholesaler Toho Holdings’ takeover defense after shareholders approved the measure in June. 3D, believed to be Toho’s largest shareholder with about 24% of voting rights, wants to stop a gratis allocation of stock acquisition rights that would dilute its stake if it buys more shares. The fund has argued the measure undermines the common interests of shareholders, while Toho said the petition lacks merit and emphasized that, although shareholders approved activation of the countermeasure, its board has not yet adopted a resolution to actually trigger it. The dispute comes as consolidation pressure grows in Japan’s pharmaceutical wholesale sector, where Toho ranks fourth behind Medipal Holdings, Alfresa Holdings and Suzuken, and as scrutiny increases over how listed Japanese companies use takeover defenses against activist investors. The court’s decision may shape how shareholder intent, board discretion and the Ministry of Economy, Trade and Industry’s takeover guidelines are applied in future governance disputes.