No company must effect a merger if any of the following items applies:
会社は、次の各号のいずれかに該当する場合には、合併をしてはならない。
if the merger substantially restrains competition in a particular field of trade; or
当該合併によつて一定の取引分野における競争を実質的に制限することとなる場合
if unfair trade practices are employed in the course of the merger.
当該合併が不公正な取引方法によるものである場合
Every company that intends to become a party to a merger (hereinafter in this Article "merging company") must notify the Japan Fair Trade Commission in advance of its merger plan pursuant to the provisions of the Rules of the Japan Fair Trade Commission if the total domestic sales amount of any one of the companies intending to be parties to the merger exceeds the amount provided by Cabinet Order, which must be no less than twenty billion yen, and the total domestic sales amount of any one of the other merging companies exceeds the amount provided by Cabinet Order, which must be no less than five billion yen provided, however, that this does not apply if all of the merging companies belong to the same group of combined companies.
The provisions of Article 10, paragraphs (8) through (14) apply mutatis mutandis to the restriction of a merger under a notification pursuant to the provisions of the preceding paragraph and to the orders made by the Japan Fair Trade Commission pursuant to the provisions of Article 17-2, paragraph (1). In this case, in Article 10, paragraph (8) and paragraphs (10) through (14), the term "acquire the shares" is deemed to be replaced with "merge"; in paragraph (9) of the Article, the terms "share acquisition" and "acquisition of shares" is deemed to be replaced with "merger"; the term "notify the share acquiring company" is deemed to be replaced with "notify the merging companies"; and the term "requested the share acquiring company" is deemed to be replaced with "requested at least one of the merging companies"; and in paragraph (10) of the Article, the term "acquisition of shares" is deemed to be replaced with "merger".
第十条第八項から第十四項までの規定は、前項の規定による届出に係る合併の制限及び公正取引委員会がする第十七条の二第一項の規定による命令について準用する。この場合において、第十条第八項及び第十項から第十四項までの規定中「株式の取得」とあるのは「合併」と、同条第九項中「株式の取得」とあるのは「合併」と、「が株式取得会社」とあるのは「が合併会社のうち少なくとも一の会社」と、「、株式取得会社」とあるのは「、合併会社」と読み替えるものとする。
Read this with the articles around it
competition
「競争」
The state in which two or more enterprises (事業者), within the normal scope of their business and without significant change to its facilities or form, supply the same or similar goods or services to the same buyers, or are supplied with them by the same suppliers, or could do so.
Defined inArticle 2, paragraph (4)· applies throughout the law
unfair trade practices
「不公正な取引方法」
Any of the acts Article 2, paragraph (9) lists: refusing to deal together with competitors without justifiable grounds, unjust discriminatory pricing or selling far below cost that is likely to make other enterprises' business difficult, restricting a buyer's resale prices, abusing a superior bargaining position, and other acts likely to impede fair competition of the kinds listed in item (vi) that the Japan Fair Trade Commission designates.
Defined inArticle 2, paragraph (9)· applies throughout the law
group of combined companiesmachine translation
「企業結合集団」
A group made up of a company, its subsidiary companies, its parent company that is not itself a subsidiary of another company, and that parent company's other subsidiary companies.
Defined inArticle 10, paragraph (2)
total domestic sales amount
「国内売上高合計額」
A company's domestic sales (国内売上高) added to those of the other companies, etc. (会社等) in its group of combined companies (企業結合集団), by the method the Rules of the Japan Fair Trade Commission (公正取引委員会規則) set.
Short name set inArticle 10, paragraph (2)
merging company
「合併会社」
In Article 15, each of the companies that intend to carry out a merger.
Short name set inArticle 15, paragraph (2)· applies only in this article
Fair Trade Commission
公正取引委員会
The body the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (独占禁止法, the Antimonopoly Act) sets up to achieve that Act's purpose — among other things, to promote fair and free competition by banning private monopolization, unreasonable restraint of trade and unfair trade practices, and so to protect the interests of general consumers and the democratic and sound development of the national economy (Antimonopoly Act, Articles 1 and 27, paragraph (1)). It comes under the Prime Minister's jurisdiction, but its chairperson and four commissioners — appointed by the Prime Minister with the consent of both Houses of the Diet — exercise their authority independently (Articles 27, paragraph (2), 28 and 29). Under the Act against Unjustifiable Premiums and Misleading Representations, businesses and trade associations may, with the approval of both the Prime Minister and the Fair Trade Commission, conclude or set agreements or rules (協定又は規約) on premiums or representations (Article 36, paragraph (1)).
Written by AI using Antimonopoly Act, Arts. 1, 27, 28, 29 and Act against Unjustifiable Premiums and Misleading Representations, Art. 36 as a reference.