Article 769Effectuation of a Share Exchange Which Causes a Stock Company to Acquire the Issued Shares
第七百六十九条（株式会社に発行済株式を取得させる株式交換の効力の発生等）
The wholly owning parent stock company resulting from a share exchange acquires all of the issued shares of the wholly owned subsidiary company resulting from the share exchange (excluding shares of the wholly owned subsidiary company resulting from the share exchange already held by the wholly owning parent stock company resulting from the share exchange) on the effective day.
株式交換完全親株式会社は、効力発生日に、株式交換完全子会社の発行済株式（株式交換完全親株式会社の有する株式交換完全子会社の株式を除く。）の全部を取得する。
In the case set forth in the preceding paragraph, the wholly owned subsidiary company resulting from the share exchange is deemed to have given the approval set forth in Article 137, paragraph (1) with regard to the acquisition of shares of the wholly owned subsidiary company resulting from the share exchange (limited to shares with a restriction on transfer, and excluding those already held by the wholly owning parent stock company resulting from the share exchange prior to the effective day) by the wholly owning parent stock company resulting from the share exchange.
In the cases set forth in the following items, shareholders of the wholly owned subsidiary company resulting from a share exchange become the persons specified in each of those items, in accordance with the provisions on the matters set forth in paragraph (1), item (iii) of the preceding Article, on the effective day:
if there are provisions on the matters set forth in paragraph (1), item (ii), (a) of the preceding Article:the holders of shares referred to in (a) of that item;
if there are provisions on the matters set forth in paragraph (1), item (ii), (b) of the preceding Article:the holders of bonds referred to in (b) of that item;
if there are provisions on the matters set forth in paragraph (1), item (ii), (c) of the preceding Article:the holders of share options referred to in (c) of that item; or
if there are provisions on the matters set forth in paragraph (1), item (ii), (d) of the preceding Article:the holders of bonds constituting bonds with share options referred to in (d) of that item, and holders of the share options attached to those bonds.
In the case prescribed in paragraph (1), item (iv) of the preceding Article, the share options under share exchange agreement are extinguished and holders of the share options under share exchange agreement become holders of the share options of the wholly owning parent stock company resulting from the share exchange set forth in item (iv), (b) of that paragraph, in accordance with the provisions on the matters set forth in item (v) of that Article, on the effective day.
前条第一項第四号に規定する場合には、効力発生日に、株式交換契約新株予約権は、消滅し、当該株式交換契約新株予約権の新株予約権者は、同項第五号に掲げる事項についての定めに従い、同項第四号ロの株式交換完全親株式会社の新株予約権の新株予約権者となる。
In the case prescribed in paragraph (1), item (iv), (c) of the preceding Article, the wholly owning parent stock company resulting from the share exchange succeeds to the obligations relating to bonds regarding the bonds with share options set forth in (c) of that item on the effective day.
The provisions of the preceding paragraphs do not apply if procedures under the provisions of Article 789 or Article 799 are not completed yet or where the share exchange is cancelled.