Companies Act

If an order is issued for commencement of special liquidation, if the court finds it necessary to supervise the liquidation, the court may, in response to the petitions by the creditors, liquidators, company auditors or shareholders or ex officio, effect the disposition that prohibits the exemption of liability of the subject officers.

If an order is issued for commencement of special liquidation, a liquidating stock company may rescind the exemption of liability of subject officers effected within one year prior to or after the time when the petition for commencement of special liquidation was filed. The same applies with respect to the exemption from the liability of subject officers that effected for improper purpose.

The rights of rescission under the provisions of the preceding paragraph are exercised by filing an action or defense.

The rights of rescission under the provisions of paragraph (1) cannot be exercised when two years have lapsed from the day when the order was issued for the commencement of special liquidation. The same applies if twenty years have elapsed from the day when subject officers were exempted from liability.

If an order is issued for commencement of special liquidation, if the court finds it necessary, the court may, in response to the petition by the liquidating stock company or ex officio, pass judgment evaluating the rights to seek damages pursuant to the liability of the subject officers (hereinafter in this Article referred to as "ruling evaluating subject officers' liability")

If the court commences procedures of the ruling evaluating subject officers' liability ex officio, it must make the determination to that effect.

If the petition under paragraph (1) is filed or the ruling in the preceding paragraph is made, a judicial claim is deemed to have been made in connection with postponement of expiration of the prescription period and renewal of the prescription period, it is deemed that a judicial claim has been made.

The procedures for the ruling evaluating subject officers' liability (excluding those after the ruling evaluating subject officers' liability) will end if the special liquidation is ended.

Creditors meetings may be convened whenever it is required to implement special liquidation.

A creditors meeting is convened by the liquidating stock company, except if convened pursuant to the provisions of paragraph (3) of the following Article.

Agreement claim creditors who have agreement claims equivalent to one tenth or more of the total amount of the agreement claims of agreement claim creditors that have stated their claims and other agreement claim creditors known to the liquidating stock company may demand, by disclosing the matters that are the purpose of the creditors meeting and the reasons of the convocation, that the liquidating stock company convene a creditors meeting.

The amount of the agreement claims in relation to which agreement claim creditors who hold security interest provided for in Article 522, paragraph (2) with respect to the assets of a liquidating stock company are entitled by exercising their security interest is not included in the amount of the agreement claims under the preceding paragraph.

In the following cases, agreement claim creditors who made the demand pursuant under the provisions of paragraph (1) may convene the creditors meeting with the permission of the court:

if the convocation procedure is not effected without delay after the demand pursuant to the provisions of paragraph (1); or

if a notice for the convocation of the creditors meeting that specifies a day falling within six weeks from the day of the demand under the provisions of paragraph (1) as the day of the creditors meeting, is not sent.

A person calling a creditors meeting (hereinafter in this Subsection referred to as "convener") must decide the following matters if the person calls a creditors meeting:

the date, time and place of the creditors meeting;

the matters that are the purpose of the creditors meeting;

if it is to be arranged that agreement claim creditors who do not attend the creditors meeting may exercise their voting rights by electronic or magnetic means, a statement to that effect;

beyond what is set forth in the preceding three items, any matters prescribed by Ministry of Justice Order.

If a liquidating stock company calls a creditors meeting, relevant liquidating stock company must decide with respect to each agreement claim whether or not voting rights can be exercised at the creditors meeting and the amount of the same.

If a person other than a liquidating stock company calls a creditors meeting, relevant convener must demand that the liquidating stock company decide the matters provided for in the preceding paragraph. In such a case, if that demand is made, the liquidating stock company must decide the matters provided for in that paragraph.

An agreement claim creditor holding a security interest provided for in Article 522, paragraph (2) with respect to the property of a liquidating stock company has no voting rights as regards the amount of the agreement claim for which it is entitled to receive payment upon the exercise of its security interest.

An agreement claim creditor has no voting rights as regards a claim in respect of foreign taxes subject to mutual assistance.

In order to convene a creditors meeting, the convener must give the written notice thereof to agreement claim creditors who stated their claims and other agreement claim creditors known to the liquidating stock company and the liquidating stock company, no later than two weeks prior to the day of the creditors meeting.

In lieu of the sending of the written notice referred to in the preceding paragraph, the convener may send the notice by electronic or magnetic means with the approval of the agreement claim creditors in accordance with the provisions of Cabinet Order. In these cases, relevant convener is deemed to have sent the written notice under that paragraph.

The notice under the preceding two paragraphs must state or record the matters set forth in each item of paragraph (1) of the preceding Article.

The provisions of the preceding three paragraphs apply mutatis mutandis to agreement claim creditors that stated their claims and other agreement claim creditors known to the liquidating stock company that hold general liens and other claims that have general priority, claims that have arisen in relation to the liquidating stock company for procedures for special liquidation or rights to seek reimbursement of expenses of procedures for special liquidation from the liquidating stock company.

The convener must, when giving a notice under paragraph (1) of the preceding Article, issue to the agreement claim creditors that stated their claims and other agreement claim creditors known to the liquidating stock company, documents stating the matters provided for under the provisions of Article 548, paragraph (2) or paragraph (3) with respect to the agreement claims held by relevant agreement claim creditors and matters of reference for the exercising the voting rights (in the following paragraph referred to as "Reference documents for creditors meeting") as well as the document to be used by the agreement claim creditors to exercise the voting rights (hereinafter in this Subsection referred to as "voting form") as prescribed by Ministry of Justice Order.

If the convener issues notices by electronic or magnetic means as referred to in paragraph (2) of the preceding Article to the agreement claim creditors that have given the consent referred to in that paragraph, the convener may use electronic or magnetic means to provide the information that is required to be detailed in that document, in lieu of delivering the creditors meeting reference documents and voting form under the provisions of the preceding paragraph; provided, however, that, if requested by an agreement claim creditor, the convener must deliver these documents to relevant agreement claim creditor.

If the matters set forth in Article 548, paragraph (1), item (iii) are prescribed, when using electronic or magnetic means to notify the agreement claim creditors that have given the consent referred to in Article 549, paragraph (2), the convener must use that electronic or magnetic means to provide the agreement claim creditors with the information that is required to be detailed in the voting form, pursuant to the provisions of Ministry of Justice Order.

If the matters set forth in Article 548, paragraph (1), item (iii) are prescribed, if an agreement claim creditor who has not given the consent under Article 549, paragraph (2) makes a request, no later than one week prior to the day of the creditors meeting, to be provided with the information that is required to be detailed in the voting form by electronic or magnetic means, the convener must use electronic or magnetic means to immediately provide that agreement claim creditor with that information, pursuant to the provisions of Ministry of Justice Order.

Creditors meetings are directed by the court.

If a convener intends to call a creditors meeting, the convener must notify the court in advance of the matters set forth in each item of Article 548, paragraph (1) and the matters provided for under the provisions of paragraph (2) or paragraph (3) of that Article.

If, with respect to matters prescribed for each agreement claim pursuant to the provisions of Article 548, paragraph (2) or paragraph (3), persons who hold relevant agreement claims or other agreement claim creditors state their objections at a creditors meeting, the court prescribes the same.

In order to adopt a matter to be resolved at a creditors meeting, all of the following consents must be obtained:

the consent of a majority of the voting rights holders present at the meeting (meaning the agreement claim creditors that can exercise voting rights; hereinafter the same applies in this Subsection and following Subsection); and

the consent of persons who hold the voting rights in excess of half of the total voting rights of the voting rights holders present at the meeting.

For the purpose of the application of the provisions of Article 558, paragraph (1), if any voting rights holder exercised only some of the voting rights the voting right holder holds as a consent to the matters under the preceding paragraph under the provisions of paragraph (1) of that Article (excluding the cases where the voting right holder's remaining voting rights were not exercised), for each the voting rights holder, "one" is to be added to the number of the voting rights holders who attended the meeting, and "one" is to be added to the number of the voting rights holders who gave their consent, respectively.

At creditors meetings, matters other than the matters set forth in Article 548, paragraph (1), item (ii) may not be resolved.

Agreement claim creditors may exercise voting rights by proxy. In these cases, relevant agreement claim creditors or proxy must submit to the convener a document which certifies the power of representation.

The grant of the power of representation under the preceding paragraph must be made for each creditors meeting.

Agreement claim creditors or proxy referred to in paragraph (1) may, in lieu of submitting a document which certifies the power of representation, use electronic or magnetic means to provide the information that is required to be detailed in that document, with the approval of the convener and pursuant to the provisions of Cabinet Order. In these cases, relevant agreement claim creditors or proxies are deemed to have submitted relevant document.

If the agreement claim creditors are the persons who gave consent under Article 549, paragraph (2), the convener may not refuse providing the approval under the preceding paragraph without a justifiable ground.