Pledging share options may not be perfected against the stock company and other third parties unless the names and addresses of pledgees are stated or recorded in the share option register.
新株予約権の質入れは、その質権者の氏名又は名称及び住所を新株予約権原簿に記載し、又は記録しなければ、株式会社その他の第三者に対抗することができない。
Notwithstanding the provisions of the preceding paragraph, a pledgee of share options for which certificates are issued may not assert the pledge against the stock company and other third parties unless the pledgee is in continuous possession of the share option certificates representing the share options for which certificates are issued.
Notwithstanding the provisions of paragraph (1), a pledgee of share options attached to a bonds with share options for which a certificate is issued may not assert the pledge against the stock company and other third parties unless the pledgee is in continuous possession of the certificate representing the bonds with share options for such a bonds with share options for which a certificate is issued.
第一項の規定にかかわらず、証券発行新株予約権付社債に付された新株予約権の質権者は、継続して当該証券発行新株予約権付社債に係る新株予約権付社債券を占有しなければ、その質権をもって株式会社その他の第三者に対抗することができない。
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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
certificate for bonds with share optionsmachine translation
「新株予約権付社債券」
A certificate representing bonds with share options, as provided for in Article 249, item (ii).
Defined inArticle 249, paragraph (1), item (ii)
bonds with share options for which certificates are issuedmachine translation
「証券発行新株予約権付社債」
Bonds with share options whose terms provide that bond certificates are issued for the bonds.
Defined inArticle 249, paragraph (1), item (ii)· applies only in this chapter
share options for which certificates are issuedmachine translation
「証券発行新株予約権」
Share options, other than those attached to bonds, whose terms provide that share option certificates are issued for them.
Defined inArticle 249, paragraph (1), item (iii), (d)· applies only in this chapter
assert against
対抗
To be able to rely on a right, or on a fact about it, against someone who is not a party to it. Acquiring, losing or changing a right in rem (物権) in land or a building cannot be asserted against third parties until it is registered (登記) (Civil Code, Article 177), and a registered lease of land or a building can be asserted against a person who acquires a right in rem in it, such as a buyer, and against other third parties (Article 605). The Act on Land and Building Leases lets a tenant do without registering the lease itself: a right to use land for a building (借地権) can be asserted against third parties once the tenant owns a registered building on the land (Article 10, paragraph (1)), and a building lease takes effect against anyone who later acquires a right in rem in the building, such as a new owner, once the building has been handed over (Article 31). Some rules protect only a third party who did not know: a rescission for fraud cannot be asserted against a third party who did not know of the fraud and was not careless in not knowing (善意でかつ過失がない) (Civil Code, Article 96, paragraph (3)).
Written by AI using Civil Code, Arts. 96, 177, 605 and Act on Land and Building Leases, Arts. 10, 31 as a reference.