The demand for share, etc. cash-out must be made by specifying the matters set forth below:
株式売渡請求は、次に掲げる事項を定めてしなければならない。
when choosing not to make a demand for share, etc. cash-out to a wholly owned subsidiary corporation of the special controlling shareholder, to that effect and the name of relevant wholly owned subsidiary corporation of the special controlling shareholder;
特別支配株主完全子法人に対して株式売渡請求をしないこととするときは、その旨及び当該特別支配株主完全子法人の名称
the amount of money to be delivered to shareholders who sell shares of the subject company that they hold by demand for cash-out (hereinafter the shareholders are referred to as "shareholders subject to the cash-out") as the value for the shares (hereinafter referred to as "shares subject to the cash-out" in this Chapter) or the calculation method;
matters related to allotment of money under the preceding item to shareholders subject to the cash-out;
when making a demand for share option cash-out (including the demand pursuant to the provisions of paragraph (3) of the preceding Article if share options related to the demand for share option cash-out is attached to bonds with share option; the same applies hereinafter) along with the demand for cash-out, to that effect and the following matters:
when choosing not to make a demand for share option cash-out to a wholly owned subsidiary corporation of the special controlling shareholder, to that effect and the name of the wholly owned subsidiary corporation of the special controlling shareholder;
特別支配株主完全子法人に対して新株予約権売渡請求をしないこととするときは、その旨及び当該特別支配株主完全子法人の名称
the amount of money to be delivered to a share option holder who sells share options of the subject company that the share option holder holds by the demand for share option cash-out (hereinafter the person is referred to as "share option holder subject to the cash-out") as the value of the share options (if the share option is the one attached to bonds with share option, and making a demand pursuant to the provisions of paragraph (3) of the preceding Article, including bonds for relevant bonds with share option; hereinafter referred to as "share options subject to the cash-out" in this Part) or the calculation method; and
matters related to the allotment of money under (b) to a share option holder subject to the cash-out;
売渡新株予約権者に対するロの金銭の割当てに関する事項
the day when a special controlling shareholder acquires shares subject to the cash-out (if making a demand for share option cash-out along with the demand for cash-out, shares subject to the cash-out and share options subject to the cash-out; hereinafter referred to as "shares, etc. subject to the cash-out") (hereinafter that day is referred to as "acquisition day" in this Section); and
beyond what is set forth in the preceding items, matters prescribed by Ministry of Justice Order.
前各号に掲げるもののほか、法務省令で定める事項
If a subject company is a company with class shares, a special controlling shareholder may stipulate that the allotment of money under item (ii) of the preceding paragraph will be treated differently for each class of shares subject to the cash-out as matters set forth in item (iii) of that paragraph depending on the content of class of shares issued by the subject company, and the content of the different treatment.
The provisions on matters set forth in paragraph (1), item (iii) must stipulate that money is delivered depending on the number of shares subject to the cash-out (if there are provisions prescribed in the preceding paragraph, the number of shares subject to the cash-out in each class) held by shareholders subject to the cash-out.
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company with class shares
「種類株式発行会社」
A stock company that issues two or more classes of shares with different terms on the matters listed in Article 108, paragraph (1), such as dividends of surplus or voting rights.
Defined inArticle 2, paragraph (1), item (xiii)· applies throughout the law
share option
「新株予約権」
A right that entitles its holder, by exercising it against a stock company, to receive shares of that company.
Defined inArticle 2, paragraph (1), item (xxi)· applies throughout the law
bonds with share options
「新株予約権付社債」
A bond with share options attached to it.
Defined inArticle 2, paragraph (1), item (xxii)· applies throughout the law
bond
「社債」
A money claim against a company, arising from an allotment the company makes under this Act, that is to be repaid according to the terms set under Article 676.
Defined inArticle 2, paragraph (1), item (xxiii)· applies throughout the law
special controlling shareholdermachine translation
「特別支配株主」
A person who, together with the stock companies it wholly owns and similar corporations set by Ministry of Justice Order (法務省令), holds nine tenths or more of the votes in a stock company (or any higher proportion its articles of incorporation set), and who may therefore demand that all other shareholders sell it their shares.
Defined inArticle 179, paragraph (1)
wholly owned subsidiary corporation of the special controlling shareholdermachine translation
「特別支配株主完全子法人」
In Article 179 and Article 179-2, paragraph (1), a stock company, or a similar corporation set by Ministry of Justice Order (法務省令), all of whose issued shares are held by a person whose votes, together with those of such corporations, reach nine-tenths of a company's shareholders' votes.
Short name set inArticle 179, paragraph (1)· applies only in this article and in Article 179-2, paragraph (1)
subject company
「対象会社」
The stock company whose shares a special controlling shareholder (one holding at least nine tenths of the votes) demands the other shareholders sell to it in a cash-out.
Short name set inArticle 179, paragraph (2)
demand for cash-out
「株式売渡請求」
A special controlling shareholder's (特別支配株主) demand under Article 179, paragraph (1) that all the other shareholders sell it all their shares in the company — the shareholder being one that, with its wholly owned companies, holds at least nine-tenths of all shareholders' votes.
Short name set inArticle 179, paragraph (2)· applies only in this chapter and in Article 846-2, paragraph (2), item (i)
demand for share option cash-out
「新株予約権売渡請求」
A demand by a special controlling shareholder (one holding at least nine tenths of the votes), made along with its demand for cash-out of the shares, that all holders of the company's share options sell them to it.
Short name set inArticle 179, paragraph (3)
shareholders subject to the cash-out
「売渡株主」
A shareholder who must sell their shares to a special controlling shareholder (one holding at least nine tenths of the votes) under a demand for cash-out.
Short name set inArticle 179-2, paragraph (1), item (ii)
shares subject to the cash-out
「売渡株式」
The shares that a special controlling shareholder (one holding at least nine tenths of the votes) demands the other shareholders sell to it in a cash-out.
Short name set inArticle 179-2, paragraph (1), item (ii)· applies only in this chapter
share options subject to the cash-out
「売渡新株予約権」
The share options, with any bonds they are attached to where the demand covers them, that a special controlling shareholder (one holding at least nine tenths of the votes) demands their holders sell to it in a cash-out.
Short name set inArticle 179-2, paragraph (1), item (iv), (b)· applies only in this part
share option holder subject to the cash-out
「売渡新株予約権者」
A holder of share options who must sell them to a special controlling shareholder (one holding at least nine tenths of the votes) under a demand for share option cash-out.
Short name set inArticle 179-2, paragraph (1), item (iv), (b)
acquisition day
「取得日」
The day, stated in a special controlling shareholder's demand for cash-out, on which that shareholder acquires the shares (and any share options) that the other holders must sell to it.
Short name set inArticle 179-2, paragraph (1), item (v)· applies only in this section
shares, etc. subject to the cash-out
「売渡株式等」
The shares subject to a cash-out, together with the share options subject to it when the special controlling shareholder demands those as well.
Short name set inArticle 179-2, paragraph (1), item (v)