After obtaining the approval under Article 179-3, paragraph (1), a special controlling shareholder may withdraw the demand for share, etc. cash-out for all shares, etc. subject to the cash-out only if the approval of the subject company is obtained by the day before the acquisition day.
A company with board of directors must make a determination as to whether or not to approve under the preceding paragraph by a resolution of the board of directors meeting.
When a subject company makes a determination as to whether or not to approve under paragraph (1), it must notify the special controlling shareholder content of relevant determination.
When the subject company grants approval under paragraph (1), it must notify shareholders, etc. subject to the cash-out of the fact that the approval is granted without delay.
The notice pursuant to the provisions of the preceding paragraph may be substituted by a public notice.
前項の規定による通知は、公告をもってこれに代えることができる。
When a subject company makes a notice pursuant to the provisions of paragraph (4) or a notice under the preceding paragraph, the demand for share, etc. cash-out is deemed to be withdrawn for all of shares, etc. subject to the cash-out.
The cost of the notice pursuant to the provisions of paragraph (4) or the public notice under paragraph (5) is paid by the special controlling shareholder.
The provisions of the preceding paragraphs apply mutatis mutandis to cases of withdrawing only the demand for share option cash-out. In this case, the phrase "shareholders, etc. subject to the cash-out" in paragraph (4) is deemed to be replaced with "share option holders subject to the cash-out".
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company with board of directors
「取締役会設置会社」
A stock company that has a board of directors, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (vii)· 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)
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 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)
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)
demand for share, etc. cash-out
「株式等売渡請求」
A special controlling shareholder's demand for cash-out of the shares, together with its demand for cash-out of the share options where it makes both.
Short name set inArticle 179-3, paragraph (1)
shareholders, etc. subject to the cash-out
「売渡株主等」
The shareholders subject to a cash-out, together with the share option holders subject to it when the special controlling shareholder demands the share options as well.
Short name set inArticle 179-4, paragraph (1), item (i)· applies only in this section
board of directors
取締役会
The body made up of all of a stock company's directors (Companies Act, Article 362, paragraph (1)). It decides how the company's business is carried out, supervises the directors, and appoints and removes the representative directors (代表取締役) (Article 362, paragraphs (2) and (3)) — except in a company with a nominating committee and the other committees (指名委員会等設置会社), where it appoints representative executive officers (代表執行役) instead (Articles 416 and 420). Some decisions, such as disposing of important assets or borrowing a large amount, it normally may not hand to the directors (Article 362, paragraph (4)). A company with an audit and supervisory committee (監査等委員会設置会社) can hand more of them to directors (Article 399-13, paragraphs (5) and (6)), and a company with the committees hands them to executive officers (執行役) rather than directors (Article 416, paragraphs (3) and (4)). A company chooses in its articles of incorporation whether to have one (Article 326, paragraph (2)), but a public company (公開会社), among others, must (Article 327, paragraph (1)): a public company is one whose articles of incorporation let at least some of its shares change hands without the company's approval (Article 2, item (v)). A company with a board must have at least three directors (Article 331, paragraph (5)).
Written by AI using Companies Act, Arts. 2, 326, 327, 331, 362, 399-13, 416, 420 as a reference.