Article 16-3Business Management of a Bank Group by a Bank
第十六条の三(銀行による銀行グループの経営管理)
A bank (limited to one that has a company eligible to be a subsidiary company or a foreign specified finance-related services company as its subsidiary company and that is not a subsidiary company of any other bank or bank holding company) must perform business management of the bank group (meaning a group consisting of that bank and its subsidiary companies; the same applies in the following paragraph) to which it belongs.
The term "business management" as used in the preceding paragraph means the following actions:
前項の「経営管理」とは、次に掲げるものをいう。
formulating the bank group's basic management policy or any other policy specified by Cabinet Office Order as being equivalent to the policy, and ensuring its proper implementation;
銀行グループの経営の基本方針その他これに準ずる方針として内閣府令で定めるものの策定及びその適正な実施の確保
undertaking the necessary coordination when there is a conflict of interest among the companies that belong to the bank group;
銀行グループに属する会社相互の利益が相反する場合における必要な調整
developing systems specified by Cabinet Office Order as being necessary for ensuring that the execution of the bank group's services complies with laws and regulations; and
銀行グループの業務の執行が法令に適合することを確保するために必要なものとして内閣府令で定める体制の整備
beyond what is set forth in the preceding three items, actions specified by Cabinet Office Order as those contributing to ensuring the sound and appropriate management of the bank group's services.
Article 16-4Restriction on Acquisition of Voting Rights by a Bank
第十六条の四(銀行等による議決権の取得等の制限)
It is prohibited for a bank or its subsidiary company to acquire or hold voting rights in a domestic company (other than a company set forth in Article 16-2, paragraph (1), items (i) through (vi), item (xi), item (xiii), item (xv), and item (xvi) (for the company set forth in item (xiii) of that paragraph, excluding a company under special business revitalization process), a special holding company (limited to one which the bank has as its subsidiary company) and a company subject to special provisions; hereinafter the same applies in the following paragraph through paragraph (6)) that cause their voting rights to exceed the maximum threshold for voting rights when the voting rights are combined (meaning the number of voting rights that accounts for five percent of the total shareholder or investor voting rights in the domestic company; the same applies in this Article and Article 65, item (vi)).
The provisions of the preceding paragraph do not apply if a bank or its subsidiary companies come to acquire or hold voting rights in a domestic company in excess of the maximum threshold for voting rights through their acquisition of shares or equity due to the enforcement of a security right or any other cause specified by Cabinet Office Order; provided, however, that unless the bank obtains the approval of the Prime Minister in advance, it is prohibited for the bank or its subsidiary companies to continue to hold the part of the voting rights that they have come to acquire or hold in excess of the maximum threshold for voting rights when the voting rights are combined, after one year has passed since the day on which they came to acquire or hold those voting rights.
In the case referred to in the proviso to the preceding paragraph, a part of voting rights in a domestic company that a bank or its subsidiary companies have come to acquire or hold more than fifty percent of the total shareholder or investor voting rights in that company when the voting rights are combined is to be treated as not being subject to the approval referred to in the preceding paragraph that the Prime Minister gives; and if the Prime Minister gives the approval referred to in the preceding paragraph, this must be made on condition that the bank or its subsidiary companies promptly dispose the part of the voting rights that they have come to acquire or hold that exceed the maximum threshold for voting rights when combined.
Notwithstanding the provisions of paragraph (1), in the case set forth in one of the following items, even if the voting rights in a domestic company that a bank or its subsidiary companies are to hold on the day prescribed in the relevant item exceed the maximum threshold for voting rights, the bank or its subsidiary companies may hold those voting rights in excess of the maximum threshold for voting rights, from that day forward; provided, however, that the Prime Minister must not grant the authorization provided for in the following items (or the license, in the case falling under item (vi); the same applies in the following paragraph) if, in the case set forth in those items, the bank or its subsidiary companies come to hold more than fifty percent of the total shareholder or investor voting rights in a domestic company when the voting rights are combined:
the bank makes a bank, etc. eligible to be a subsidiary company its subsidiary company by obtaining the authorization referred to in Article 16-2, paragraph (4) (limited to the case specified by Cabinet Office Order):the day on which the bank, etc. becomes its subsidiary company;
the bank is incorporated in a merger by obtaining the authorization referred to in Article 30, paragraph (1) of this Act or Article 5, paragraph (1) (Authorization) of the Act on Financial Institutions' Merger and Conversion:the day it is incorporated;
the bank implements a merger by obtaining the authorization referred to in Article 30, paragraph (1) of this Act or Article 5, paragraph (1) of the Act on Financial Institutions' Merger and Conversion (only when the bank survives the merger):the day it implements the merger;
a company incorporated in a joint incorporation-type company split by obtaining the authorization referred to in Article 30, paragraph (2) obtains the license referred to in Article 4, paragraph (1) and becomes a bank:the day it obtains the license;
the bank succeeds to a business in an absorption-type company split by obtaining the authorization referred to in Article 30, paragraph (2) (limited to a case specified by Cabinet Office Order):the day the absorption-type company split is implemented; and
the bank makes a business acquisition by obtaining the authorization referred to in Article 30, paragraph (3) (limited to the case specified by Cabinet Office Order):the day it makes the business acquisition.
When granting the authorization provided for in the items of the preceding paragraph, the Prime Minister must grant the authorization on condition that the bank or its subsidiary company dispose of the part of the voting rights in the domestic company that it is to hold on the day specified in the relevant item which exceeds the maximum threshold for voting rights when the voting rights are combined, in accordance with the criteria specified by the Prime Minister, by the last day of the five-year period that begins on that day.
If a bank or its subsidiary companies come to hold a number of voting rights in a domestic company that exceeds the maximum threshold for voting rights when the voting rights are combined, the bank is deemed to be the one that has acquired or that holds the part of the voting rights that is in excess.
In the case referred to in one of the preceding paragraphs, a specified subsidiary company is deemed not to fall under the subsidiary company of a bank with respect to the acquisition or holding of voting rights in a company set forth in Article 16-2, paragraph (1), item (xii), a company under special business revitalization process, or a company set forth in item (xiv) of that paragraph.
The term "company subject to special provisions" as used in paragraph (1) means a company specified by Cabinet Office Order as a company engaged in business activities that is found to contribute to regional development (only when the company that does not fall under the company set forth in Article 16-2, paragraph (1), item (xiv) and the number of voting rights in that company that are held by the bank or its subsidiary companies other than specified subsidiary companies does not exceed the maximum threshold for voting rights when the voting rights are combined) and a company that has a unique relationship specified by Cabinet Office Order with the company set forth in paragraph (1), items (xii) through (xiv) of that Article (limited to a company that is a subsidiary company of the bank).
第一項の「特例対象会社」とは、地域の活性化に資すると認められる事業活動を行う会社として内閣府令で定める会社(第十六条の二第一項第十四号に掲げる会社に該当しないものであつて、当該銀行又はその特定子会社以外の子会社が、合算してその基準議決権数を超える議決権を保有していないものに限る。)及び同条第一項第十二号から第十四号までに掲げる会社(当該銀行の子会社であるものに限る。)と内閣府令で定める特殊の関係のある会社をいう。
The provisions of Article 2, paragraph (11) apply mutatis mutandis to voting rights that a bank or its subsidiary company acquires or holds in the case referred to in the preceding paragraphs.