No company must effect a joint incorporation-type split (meaning an incorporation-type split that a company effects jointly with another company; the same applies hereinafter) or an absorption-type split if any of the following items apply:
会社は、次の各号のいずれかに該当する場合には、共同新設分割（会社が他の会社と共同してする新設分割をいう。以下同じ。）をし、又は吸収分割をしてはならない。
if the joint incorporation-type split or absorption-type split substantially restrains competition in a particular field of trade; or
if unfair trade practices have been employed in the course of the joint incorporation-type split or absorption-type split.
Every company that intends to become a party to a joint incorporation-type split, pursuant to the provisions of the Rules of the Japan Fair Trade Commission, must notify the Japan Fair Trade Commission in advance of its plan with regard to the joint incorporation-type split if any of the following items applies provided, however, that this does not apply if all the companies intending to become parties to the joint incorporation-type split belong to the same group of combined companies:
the total domestic sales amount of any one of the companies that intend to become parties to the joint incorporation-type split (limited to a company that intends to have the company incorporated through the joint incorporation-type split acquire all of its business (hereinafter in this paragraph "entire business succession company")) exceeds the amount specified by Cabinet Order, which must be no less than twenty billion yen, and the total domestic sales amount of any one of the other companies that intend to become parties to the same split (limited to an entire business succession company) exceeds the amount specified by Cabinet Order, which must be no less than five billion yen;
the total domestic sales amount of any one of the companies that intend to become parties to the joint incorporation-type split (limited to an entire business succession company) exceeds the amount specified by Cabinet Order, which must be no less than twenty billion yen, and the domestic sales of any one of the other companies that intend to become parties to the same split (limited to a company that intends to have the company incorporated through the joint incorporation-type split acquire a substantial part of its business (hereinafter in this paragraph "substantial part succession company")), in connection with the part of the business to be succeeded to, exceeds the amount specified by Cabinet Order, which must be no less than three billion yen;
the total domestic sales amount of any one of the companies that intend to become parties to the joint incorporation-type split (limited to an entire business succession company) exceeds the amount specified by Cabinet Order, which must be no less than five billion yen, and the domestic sales of any one of the other companies that intend to become parties to the same split (limited to a substantial part succession company), in connection with the part of the business to be succeeded to, exceeds the amount specified by Cabinet Order, which must be no less than ten billion yen (excluding cases that fall under the previous item); or
the domestic sales of any one of the companies that intend to become parties to the joint incorporation-type split (limited to a substantial part succession company), in connection with the part of the business to be succeeded to, exceeds the amount specified by Cabinet Order, which must be no less than ten billion yen, and the domestic sales of any one of the other companies that intend to become parties to the same split (limited to a substantial part succession company), in connection with the part of the business to be succeeded to, exceeds the amount specified by Cabinet Order, which must be no less than three billion yen.
Every company that intends to become a party to an absorption-type split must notify the Japan Fair Trade Commission in advance of its plan with regard to the absorption-type split pursuant to the provisions of the Rules of the Japan Fair Trade Commission if any of the following items applies provided, however, that this does not apply if all the companies intending to become parties to the absorption-type split belong to the same group of combined companies:
会社は、吸収分割をしようとする場合において、次の各号のいずれかに該当するときは、公正取引委員会規則で定めるところにより、あらかじめ当該吸収分割に関する計画を公正取引委員会に届け出なければならない。ただし、すべての吸収分割をしようとする会社が同一の企業結合集団に属する場合は、この限りでない。
the total domestic sales amount of any one of the companies that intend to become parties to the absorption-type split (limited to a company that intends to alienate all of its business through the absorption-type split (referred to in the following item as "entire business succession company")) exceeds the amount specified by Cabinet Order, which must be no less than twenty billion yen, and the total domestic sales amount of the company that intends to succeed to the business through such a split exceeds the amount specified by Cabinet Order, which must be no less than five billion yen;
the total domestic sales amount of any one of the companies that intend to become parties to the absorption-type split (limited to an entire business succession company) exceeds the amount specified by Cabinet Order, which must be no less than five billion yen, and the total domestic sales amount of the company that intends to succeed to the business through the split exceeds the amount specified by Cabinet Order, which must be no less than twenty billion yen (excluding cases that fall under the previous item);
the domestic sales of any one of the companies that intend to become parties to the absorption-type split (limited to a company that intends to alienate a substantial part of its business through the absorption-type split (referred to in the following item as a "substantial part succession company")), in connection with the part of the business to be alienated, exceeds the amount specified by Cabinet Order, which must be no less than ten billion yen, and the total domestic sales amount of the company that intends to succeed to the business through such a split exceeds the amount specified by Cabinet Order, which must be no less than five billion yen; or
the domestic sales of any one of the companies that intend to become parties to the absorption-type split (limited to a substantial part succession company), in connection with the part of the business to be alienated, exceeds the amount specified by Cabinet Order, which must be no less than three billion yen, and the total domestic sales amount of the company that intends to succeed to the business through the split exceeds the amount specified by Cabinet Order, which must be no less than twenty billion yen (excluding cases that fall under the previous item).
The provisions of Article 10, paragraphs (8) through (14) apply mutatis mutandis to the restriction of joint incorporation-type splits and absorption-type splits under a notification pursuant to the provisions of the two preceding paragraphs and to the orders made by the Japan Fair Trade Commission pursuant to the provisions of Article 17-2, paragraph (1). In this case, the term "acquire the shares" in Article 10, paragraph (8) and paragraphs (10) through (14) is deemed to be replaced with "become a party to the joint incorporation-type split or to the absorption-type split"; in paragraph (9) of the Article, the terms "share acquisition" and "acquisition of shares" are deemed to be replaced with "joint incorporation-type split or absorption-type split"; the term "requested the share acquiring company" is deemed to be replaced with "requested at least one of the companies intending to become parties to the joint incorporation-type split or to the absorption-type split"; and the term "notify the share acquiring company" is deemed to be replaced with "notify the company intending to be a party to the joint incorporation-type split or to the absorption-type split".
第十条第八項から第十四項までの規定は、前二項の規定による届出に係る共同新設分割及び吸収分割の制限並びに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「共同新設分割又は吸収分割」と、同条第九項中「株式の取得」とあるのは「共同新設分割又は吸収分割」と、「が株式取得会社」とあるのは「が共同新設分割をしようとし、又は吸収分割をしようとする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「、共同新設分割をしようとし、又は吸収分割をしようとする会社」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)
domestic salesmachine translation
「国内売上高」
The total value of goods and services a company supplied in Japan in its latest business year, as the Rules of the Japan Fair Trade Commission (公正取引委員会規則) define it.
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)
joint incorporation-type split
「共同新設分割」
An incorporation-type company split (新設分割) that a company carries out jointly with another company.
Defined inArticle 15-2, paragraph (1)
entire business succession company
「全部承継会社」
In Article 15-2, paragraph (2), a company in a joint incorporation-type split (共同新設分割) that is to have the company the split sets up take over the whole of its business.
Short name set inArticle 15-2, paragraph (2), item (i)· applies only in this paragraph
substantial part succession company
「重要部分承継会社」
In Article 15-2, paragraph (2), a company in a joint incorporation-type split (共同新設分割) that is to have the company the split sets up take over a substantial part of its business.
Short name set inArticle 15-2, paragraph (2), item (ii)· applies only in this paragraph
entire business succession company
「全部承継会社」
In Article 15-2, paragraph (3), items (i) and (ii), a splitting company in an absorption-type split (吸収分割) that is to have the whole of its business taken over through the split.
Short name set inArticle 15-2, paragraph (3), item (i)· applies only in this provision and in Article 15-2, paragraph (3), item (ii)
substantial part succession company
「重要部分承継会社」
In Article 15-2, paragraph (3), items (iii) and (iv), a splitting company in an absorption-type split (吸収分割) that is to have a substantial part of its business taken over through the split.
Short name set inArticle 15-2, paragraph (3), item (iii)· applies only in this provision and in Article 15-2, paragraph (3), item (iv)
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.