The provisions of the preceding Article do not apply if other party to the contracts relating to the acts set forth in paragraph (1), items (i) through (iv) of that Article (hereinafter in this Chapter referred to as " business transfer, etc.") is the special controlling company (meaning the relevant other company if nine tenths (or, if any proportion higher than that is provided for in the articles of incorporation, the proportion) or more of the voting rights of all shareholders of a stock company are held by other company, and by stock companies all of the issued shares in which are held by relevant other company and other corporations prescribed by Ministry of Justice Order as entities equivalent to the above; the same applies hereinafter) of the stock company that effects relevant business transfer, etc.
The provisions of the preceding Article do not apply if the act set forth in paragraph (1), item (iii) of that Article is carried out, and the proportion of the amount set forth in item (i) to the amount set forth in item (ii) does not exceed one fifth (or, if any lower proportion is provided for in the articles of incorporation, relevant proportion):
the total book value of the assets that are issued as the consideration for all business of relevant other company;
当該他の会社の事業の全部の対価として交付する財産の帳簿価額の合計額
the amount calculated by the method prescribed by Ministry of Justice Order as the amount of the net assets of relevant stock company.
当該株式会社の純資産額として法務省令で定める方法により算定される額
In the cases provided for in 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 stock company that carries out the act set forth in paragraph (1), item (iii) of the preceding Article to the effect that relevant shareholders dissent from relevant act, within two weeks from the day of the notice under the provisions of paragraph (3) of the following Article or the public notice under paragraph (4) of that Article, relevant stock company must obtain the approval of the contract relating to relevant act by a resolution at a shareholders meeting no later than the day immediately preceding the effective day.