Companies Act

The stock company splitting in an absorption-type split or the wholly owned subsidiary company resulting from a share exchange must, without delay after the effective day, prepare what are provided for in the following items for the categories set forth respectively in those items, jointly with the company succeeding in the absorption-type split or the wholly owning parent company resulting from the share exchange:

stock company splitting in the absorption-type split:documents detailing the rights and obligations that the company succeeding in the absorption-type split succeeded to by transfer from the stock company splitting in the absorption-type split through the absorption-type company split and any other information prescribed by Ministry of Justice Order as concerning an absorption-type company split, or electronic or magnetic records in which the information has been recorded; and

wholly owned subsidiary company resulting from the share exchange:documents detailing the number of shares of the wholly owned subsidiary company resulting from the share exchange acquired by the wholly owning parent company resulting from the share exchange and any other information prescribed by Ministry of Justice Order as concerning a share exchange, or electronic or magnetic records in which the information has been recorded.

A stock company splitting in an absorption-type split or a wholly owned subsidiary company resulting from a share exchange must, for a period of six months from the effective day, keep the documents or electronic or magnetic records referred to in the items of the preceding paragraph at its head office.

Shareholders, creditors and any other interested parties of a stock company splitting in an absorption-type split may make the following requests to the stock company splitting in the absorption-type split at any time during its business hours; provided, however, that the fees designated by the stock company splitting in the absorption-type split are required to be paid in order to make the requests set forth in item (ii) or item (iv):

requests for inspection of the documents referred to in the preceding paragraph;

requests for delivery of a transcript or extract of the documents referred to in the preceding paragraph;

a request to inspect anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in an electronic or magnetic record as referred to in the preceding paragraph; and

a request to be provided with the information recorded in an electronic or magnetic record as referred to in the preceding paragraph by an electronic or magnetic means that the stock company splitting in the absorption-type split has designated, or a request to be issued a document showing that information.

The provisions of the preceding paragraph apply mutatis mutandis to a wholly owned subsidiary company resulting from a share exchange. In these cases, the phrase "shareholders, creditors and any other interested parties of a stock company splitting in the absorption-type split" is deemed to be replaced with "persons who were shareholders or holders of share option in the wholly owned subsidiary company resulting from the share exchange as of the effective day".

The provisions of Article 445, paragraph (4), Article 458 and Part II, Chapter V, Section 6 do not apply to the acts set forth below:

acquisition of shares referred to in Article 758, item (viii), (a) or Article 760, item (vii), (a); and

distribution of dividends of surplus referred to in Article 758, item (viii), (b) or Article 760, item (vii), (b).

A membership company conducting any one of the acts below must obtain the consent of all members of the membership company with regard to the absorption-type merger agreement, etc. by the day immediately preceding the effective day; provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation:

absorption-type merger (but only if the membership company disappears in the absorption-type merger); or

absorption-type company split (limited to cases where another company succeeds to all of the rights and obligations held by relevant membership company (limited to a limited liability company) in connection with its business).

The provisions of Article 789 (excluding paragraph (1), item (iii) and paragraph (2), item (iii)) and Article 790 apply mutatis mutandis to a membership company disappearing in an absorption-type merger or a company splitting in an absorption-type split, which is a limited liability company (hereinafter referred to as the "limited liability company splitting in the absorption-type split" in this Section). In these cases, the phrase "creditors of the stock company splitting in the absorption-type split who are unable to request the stock company splitting in the absorption-type split to perform the obligations (including performance of the guarantee obligations that the stock company splitting in the absorption-type split jointly and severally assumes with the company succeeding in the absorption-type split as a guarantor) (or, if there are provisions on the matter set forth in Article 758, item (viii) or Article 760, item (vii), creditors of the stock company splitting in the absorption-type split)" in Article 789, paragraph (1), item (ii) is deemed to be replaced with "creditors of the stock company splitting in the absorption-type split who are unable to request the stock company splitting in the absorption-type split to perform the obligations (including performance of the guarantee obligations that the stock company splitting in the absorption-type split jointly and severally assumes with the company succeeding in the absorption-type split as a guarantor)" and the term "disappearing stock company, etc." in paragraph (3) of that Article is deemed to be replaced with "membership company disappearing in the absorption-type merger (limited to a limited liability company if the company surviving the absorption-type merger is a stock company or a limited liability company) or the limited liability company splitting in the absorption-type split".

A stock company surviving an absorption-type merger, a stock company succeeding in an absorption-type split, or the wholly owning parent stock company resulting from a share exchange (hereinafter referred to as the "surviving stock company, etc." in this division) must, from the day on which the absorption-type merger agreement, etc. began to be kept until the day on which six months have elapsed from the effective day, keep documents detailing the absorption-type merger agreement, etc. and other information prescribed by Ministry of Justice Order, or electronic or magnetic records in which the information has been recorded, at its head office.

The "day on which the absorption-type merger agreement, etc. began to be kept" prescribed in the preceding paragraph means the earliest of the following days:

if the absorption-type merger agreement, etc. is required to be approved by a resolution at a shareholders meeting (including a general meeting of class shareholders), the day two weeks prior to the day of the shareholders meeting (or, in the cases prescribed in Article 319, paragraph (1), the day when the proposal under that paragraph is submitted);

the day of the notice under the provisions of Article 797, paragraph (3) or the day of the public notice under paragraph (4) of that Article, whichever is earlier; or

if the procedures under the provisions of Article 799 are required to be carried out, the day of the public notice under the provisions of paragraph (2) of that Article or the day of the notice under the provisions of that paragraph, whichever is earlier.

Shareholders and creditors of a surviving stock company, etc. (or, if the monies, etc. to be delivered to shareholders of the wholly owned subsidiary company resulting from a share exchange are limited to shares of the wholly owning parent stock company resulting from the share exchange or those prescribed by Ministry of Justice Order as being equivalent thereto (excluding the case prescribed in Article 768, paragraph (1), item (iv), (c)), shareholders) may make the following requests to the surviving stock company, etc. at any time during its business hours; provided, however, that the fees designated by the surviving stock company, etc. are required to be paid in order to make the requests set forth in item (ii) or item (iv):

requests for inspection of the documents referred to in paragraph (1);

requests for delivery of a transcript or extract of the documents referred to in paragraph (1);

a request to inspect anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in an electronic or magnetic record as referred to in paragraph (1); and

a request to be provided with the information recorded in an electronic or magnetic record as referred to in paragraph (1) by an electronic or magnetic means that the surviving stock company, etc. has designated, or a request to be issued a document showing that information.

A surviving stock company, etc. must obtain the approval of the absorption-type merger agreement, etc. by a resolution at a shareholders meeting by the day immediately preceding the effective day.

In the cases set forth below, a director must explain to that effect at the shareholders meeting referred to in the preceding paragraph:

if the amount prescribed by Ministry of Justice Order as the amount of obligations that the stock company surviving an absorption-type merger or the stock company succeeding in an absorption-type split succeeds to by transfer from the company disappearing in the absorption-type merger or the company splitting in the absorption-type split (referred to as the "amount of succeeded obligations" in the following item) exceeds the amount prescribed by Ministry of Justice Order as the amount of assets that the stock company surviving the absorption-type merger or the stock company succeeding in the absorption-type split succeeds to by transfer from the company disappearing in the absorption-type merger or the company splitting in the absorption-type split (referred to as the "amount of succeeded assets" in the following item);

if the book value of the monies, etc. (excluding shares, etc. of the stock company surviving an absorption-type merger or the stock company succeeding in an absorption-type split) delivered by the stock company surviving the absorption-type merger or the stock company succeeding in the absorption-type split to shareholders of the stock company disappearing in the absorption-type merger, to members of the membership company disappearing in the absorption-type merger or to the company splitting in the absorption-type split exceeds the amount obtained by deducting the amount of succeeded obligations from the amount of succeeded assets; or

if the book value of the monies, etc. (excluding shares, etc. of the wholly owning parent stock company resulting from a share exchange) delivered by the wholly owning parent stock company resulting from a share exchange to shareholders of the wholly owned subsidiary company resulting from the share exchange exceeds the amount prescribed by Ministry of Justice Order as the amount of shares in the wholly owned subsidiary company resulting from the share exchange to be acquired by the wholly owning parent stock company resulting from the share exchange.

If the assets of a company disappearing in an absorption-type merger or a company splitting in an absorption-type split include shares of the stock company surviving the absorption-type merger or the stock company succeeding in the absorption-type split, a director must explain the matters concerning relevant shares at the shareholders meeting referred to in paragraph (1).

Where the surviving stock company, etc. is a company with class shares, in the cases set forth in the following items, an absorption-type merger, etc. does not become effective without a resolution at a general meeting of class shareholders constituted by class shareholders of the class of shares provided for respectively in those items (limited to shares with a restriction on transfer and for which the provisions of the articles of incorporation referred to in Article 199, paragraph (4) do not exist) (if there are two or more classes of shares relating to relevant class shareholders, the respective general meetings of class shareholders constituted by class shareholders categorized by the class of relevant two or more classes of shares); provided, however, that this does not apply to cases where there is no class shareholder who is able to exercise a voting right at relevant general meeting of class shareholders:

if the monies, etc. delivered to shareholders of the stock company disappearing in an absorption-type merger or to members of the membership company disappearing in an absorption-type merger are shares of the stock company surviving the absorption-type merger:the class of shares referred to in Article 749, paragraph (1), item (ii), (a);

if the monies, etc. delivered to the company splitting in an absorption-type split are shares of the stock company succeeding in the absorption-type split:the class of shares referred to in Article 758, item (iv), (a); or

if the monies, etc. delivered to shareholders of the wholly owned subsidiary company resulting from a share exchange are shares in the wholly owning parent stock company resulting from the share exchange:the class of shares referred to in Article 768, paragraph (1), item (ii), (a).

The provisions of paragraphs (1) through (3) of the preceding Article do not apply if a company disappearing in an absorption-type merger, the company splitting in an absorption-type split or the wholly owned subsidiary company resulting from a share exchange (hereinafter referred to as the "disappearing company, etc." in this division) is the special controlling company of the surviving stock company, etc.;provided, however, that this does not apply if all or part of the monies, etc. to be delivered to shareholders of the stock company disappearing in the absorption-type merger or the wholly owned subsidiary company resulting from the share exchange, to members of the membership company disappearing in the absorption-type merger or to the company splitting in the absorption-type split are shares with a restriction on transfer, etc. of the surviving stock company, etc., and the surviving stock company, etc. is not a public company.

The provisions of paragraphs (1) through (3) of the preceding Article do not apply if the amount set forth in item (i) does not exceed one-fifth (or, if a lesser proportion is prescribed in the articles of incorporation of the surviving stock company, etc., the proportion) of the amount set forth in item (ii); provided, however, that this does not apply in the cases set forth in the items of paragraph (2) of that Article or the cases prescribed in the proviso to the preceding paragraph:

the total amount of the amounts set forth below:

the amount obtained by multiplying the number of shares of the surviving stock company, etc. to be delivered to shareholders of the stock company disappearing in an absorption-type merger or the wholly owned subsidiary company resulting from a share exchange, to members of the membership company disappearing in the absorption-type merger or to the company splitting in the absorption-type split (hereinafter referred to as "shareholders, etc. of the disappearing company, etc." in this item) by the amount of net assets per share;

the total amount of the book value of bonds, share options or bonds with share options of the surviving stock company, etc. to be delivered to shareholders, etc. of the disappearing company, etc.; and

the total amount of the book value of property other than shares, etc. of the surviving stock company, etc. to be delivered to shareholders, etc. of the disappearing company, etc.; and

the amount calculated by the method specified by Ministry of Justice Order as the total assets of the surviving stock company, etc.

In the cases prescribed in the main clause of the preceding paragraph, if shareholders that hold the shares (limited to those that entitle the shareholders to exercise voting rights at a shareholders meeting under paragraph (1) of the preceding Article) in the number prescribed by Ministry of Justice Order notify the surviving stock company, etc. to the effect that relevant shareholders dissent from the absorption-type merger, etc., within two weeks from the day of the notice under the provisions of Article 797, paragraph (3) or the public notice under paragraph (4) of that Article, the relevant surviving stock company, etc. must obtain the approval of the absorption-type merger agreement, etc. by a resolution at a shareholders meeting no later than the day immediately preceding the effective day.