第九条
A company with excessive concentration of economic power must not be established through shareholding (including equity interest; the same applies hereinafter) of other companies in Japan.
他の国内の会社の株式(社員の持分を含む。以下同じ。)を所有することにより事業支配力が過度に集中することとなる会社は、これを設立してはならない。
No company (including a foreign company; the same applies hereinafter) must become a company with excessive concentration of economic power in Japan by acquiring or holding shares of other companies in Japan.
会社(外国会社を含む。以下同じ。)は、他の国内の会社の株式を取得し、又は所有することにより国内において事業支配力が過度に集中することとなる会社となつてはならない。
The term "excessive concentration of economic power" in the preceding two paragraphs means that the overall business scale of a company, its subsidiary companies, and other domestic companies whose business activities it controls through shareholding, is extremely large across a considerable number of business fields; that a company, its subsidiary companies, and other domestic companies it controls have a great amount of power to influence other enterprises through transactions with their funds; or that a company, its subsidiary companies, and other domestic companies it controls occupy influential positions in a considerable number of interrelated fields of business; and that any of these factors have a large effect on the national economy and impede fair and free competition from moving forward.
If the sum of the total assets (meaning the amount of total assets calculated pursuant to the method provided in the Rules of the Japan Fair Trade Commission; hereinafter the same applies in this paragraph) of a company falling under any of the descriptions listed in the following items and its subsidiary companies (limited to total assets of companies in Japan), as aggregated pursuant to the method provided in the Rules of the Japan Fair Trade Commission, exceeds the amount provided by Cabinet Order, which must be no less than the amount listed in the relevant item, the company must submit, pursuant to the provisions of the Rules of the Japan Fair Trade Commission, a written report on its and its subsidiary companies' business to the Japan Fair Trade Commission within three months from the end of each business year provided, however, that this does not apply if the company is a subsidiary company of another company:
次に掲げる会社は、当該会社及びその子会社の総資産の額(公正取引委員会規則で定める方法による資産の合計金額をいう。以下この項において同じ。)で国内の会社に係るものを公正取引委員会規則で定める方法により合計した額が、それぞれ当該各号に掲げる金額を下回らない範囲内において政令で定める金額を超える場合には、毎事業年度終了の日から三月以内に、公正取引委員会規則で定めるところにより、当該会社及びその子会社の事業に関する報告書を公正取引委員会に提出しなければならない。ただし、当該会社が他の会社の子会社である場合は、この限りでない。
a company for which the ratio of the total acquisition value (or other value if it is so listed in the latest balance sheet) of the shares of subsidiary companies to the total assets of the relevant company exceeds fifty percent (referred to as "holding company" in the following item): six hundred billion yen;
a company that is engaged in banking, insurance, or Type I financial instruments business (meaning Type I financial instruments business as provided in Article 28, paragraph (1) of the Financial Instruments and Exchange Act (Act No. 25 of 1948); the same applies in paragraphs (3) and (4) of the following Article) (excluding holding companies): eight trillion yen; or
銀行業、保険業又は第一種金融商品取引業(金融商品取引法(昭和二十三年法律第二十五号)第二十八条第一項に規定する第一種金融商品取引業をいう。次条第三項及び第四項において同じ。)を営む会社(持株会社を除く。) 八兆円
a company other than those listed in the preceding two items: two trillion yen.
前二号に掲げる会社以外の会社 二兆円
The term "subsidiary companies" as used in the preceding two paragraphs means other companies in Japan of which the majority of the voting rights (excluding voting rights from shares for which voting rights cannot be exercised for all matters on which a resolution can be passed at the shareholders meeting, but including voting rights from shares that are deemed to confer voting rights pursuant to the provisions of Article 879, paragraph (3) of the Companies Act; hereinafter the same applies from this Article to Article 11, and Article 22, item (3), and Article 70-4, paragraph (1)) of all shareholders are held by another company. In this case, any other company in Japan of which majority of voting rights of all shareholders are held by a company and any one or more of its subsidiary companies or by any one or more subsidiary companies of a company is deemed as a subsidiary company of the relevant company.
前二項において「子会社」とは、会社がその総株主の議決権(株主総会において決議をすることができる事項の全部につき議決権を行使することができない株式についての議決権を除き、会社法第八百七十九条第三項の規定により議決権を有するものとみなされる株式についての議決権を含む。以下この条から第十一条まで、第二十二条第三号及び第七十条の四第一項において同じ。)の過半数を有する他の国内の会社をいう。この場合において、会社及びその一若しくは二以上の子会社又は会社の一若しくは二以上の子会社がその総株主の議決権の過半数を有する他の国内の会社は、当該会社の子会社とみなす。
In cases under the preceding paragraph, the voting rights held by a company or the voting rights held by a company and one or two or more of its subsidiary companies or by one or two or more of subsidiary companies of a company are to include the voting rights from shares that cannot be duly asserted against the issuer pursuant to the provisions of Article 147, paragraph (1) and Article 148, paragraph (1) of the Act on Book-Entry Transfer of Corporate Bonds and Shares.
A newly incorporated company that falls under a case provided in paragraph (4) at incorporation must notify the Japan Fair Trade Commission within thirty days from the date of its incorporation pursuant to the provisions of the Rules of the Japan Fair Trade Commission.
新たに設立された会社は、当該会社がその設立時において第四項に規定する場合に該当するときは、公正取引委員会規則で定めるところにより、その設立の日から三十日以内に、その旨を公正取引委員会に届け出なければならない。
enterprise
「事業者」
Anyone who carries on a commercial, industrial, financial or other business; an officer, employee, agent or other person acting for the benefit of an enterprise is also treated as one for the purposes of Article 2, paragraph (2) and Chapter 3 (trade associations).
Defined inArticle 2, paragraph (1)· applies throughout the law
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
excessive concentration of economic power
「事業支配力が過度に集中すること」
In Article 9, paragraphs (1) and (2), a company, its subsidiary companies and the other domestic companies it controls through shareholdings having a very large overall business scale across a considerable number of fields of business, very great influence over other enterprises through their financial dealings, or leading positions in a considerable number of related fields, so that they greatly affect the national economy and hinder the promotion of fair and free competition.
Defined inArticle 9, paragraph (3)· applies only in this provision
holding company
「持株会社」
In Article 9, paragraph (4), a company whose total acquisition value (or value on its latest balance sheet) of shares in its subsidiary companies is more than 50% of its total assets.
Short name set inArticle 9, paragraph (4), item (i)· applies only in this provision and in Article 9, paragraph (4), item (ii)
type-I financial instruments businessmachine translation
「第一種金融商品取引業」
In Article 9, paragraph (4) and Article 10, paragraphs (3) and (4), Type I financial instruments business as defined in Article 28, paragraph (1) of the Financial Instruments and Exchange Act.
Defined inArticle 9, paragraph (4), item (ii)· applies only in this provision and in Article 10, paragraphs (3) and (4)
subsidiary companies
「子会社」
In Article 9, paragraphs (3) and (4), another domestic company in which a company holds a majority of all shareholders' votes; a domestic company in which the company and its subsidiaries, or its subsidiaries alone, hold a majority is also treated as its subsidiary.
Defined inArticle 9, paragraph (5)· applies only in this provision
subsidiary companies
「子会社」
In Article 10, paragraphs (2) and (5), a stock company in which a company holds a majority of all shareholders' votes, or another company, etc. (会社等) whose management the company controls, as the Rules of the Japan Fair Trade Commission (公正取引委員会規則) set out.
Defined inArticle 10, paragraph (6)
assert against
対抗
To be able to rely on a right, or on a fact about it, against someone who is not a party to it. Acquiring, losing or changing a right in rem (物権) in land or a building cannot be asserted against third parties until it is registered (登記) (Civil Code, Article 177), and a registered lease of land or a building can be asserted against a person who acquires a right in rem in it, such as a buyer, and against other third parties (Article 605). The Act on Land and Building Leases lets a tenant do without registering the lease itself: a right to use land for a building (借地権) can be asserted against third parties once the tenant owns a registered building on the land (Article 10, paragraph (1)), and a building lease takes effect against anyone who later acquires a right in rem in the building, such as a new owner, once the building has been handed over (Article 31). Some rules protect only a third party who did not know: a rescission for fraud cannot be asserted against a third party who did not know of the fraud and was not careless in not knowing (善意でかつ過失がない) (Civil Code, Article 96, paragraph (3)).
Written by AI using Civil Code, Arts. 96, 177, 605 and Act on Land and Building Leases, Arts. 10, 31 as a reference.
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.
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.