In cases of carrying out any one of the acts set forth in the following items, holders of share options of the disappearing stock company, etc. provided for in those items may demand that the disappearing stock company, etc. purchase, at a fair price, the share options that they hold:
absorption-type merger:share options other than those for which provisions on the matters set forth in Article 749, paragraph (1), item (iv) or (v) meet the conditions set forth in Article 236, paragraph (1), item (viii) (limited to those related to (a) of that item);
吸収合併 第七百四十九条第一項第四号又は第五号に掲げる事項についての定めが第二百三十六条第一項第八号の条件（同号イに関するものに限る。）に合致する新株予約権以外の新株予約権
absorption-type company split (limited to cases where the company succeeding in the absorption-type split is a stock company): among the following share options, share options other than those for which provisions on the matters set forth in Article 758, item (v) or (vi) meet the conditions referred to in Article 236, paragraph (1), item (viii) (limited to those related to (b) of that item):
吸収分割（吸収分割承継会社が株式会社である場合に限る。） 次に掲げる新株予約権のうち、第七百五十八条第五号又は第六号に掲げる事項についての定めが第二百三十六条第一項第八号の条件（同号ロに関するものに限る。）に合致する新株予約権以外の新株予約権
the share options in the absorption-type company split agreement; and
share options other than the share options in the absorption-type company split agreement, for which there are provisions to the effect that, in the case of effecting an absorption-type company split, share options of the stock company succeeding in the absorption-type split are to be delivered to holders of relevant share options; or
吸収分割契約新株予約権以外の新株予約権であって、吸収分割をする場合において当該新株予約権の新株予約権者に吸収分割承継株式会社の新株予約権を交付することとする旨の定めがあるもの
share exchange (limited to cases where the wholly owning parent company resulting from the share exchange is a stock company): among the following share options, share options other than those for which provisions on the matters set forth in Article 768, paragraph (1), item (iv) or item (v) meet the conditions set forth in Article 236, paragraph (1), item (viii) (limited to those related to (d) of that item):
株式交換（株式交換完全親会社が株式会社である場合に限る。） 次に掲げる新株予約権のうち、第七百六十八条第一項第四号又は第五号に掲げる事項についての定めが第二百三十六条第一項第八号の条件（同号ニに関するものに限る。）に合致する新株予約権以外の新株予約権
share options other than share options under share exchange agreement and for which there are provisions to the effect that, in the case of effecting a share exchange, share options of the wholly owning parent stock company resulting from the share exchange are to be delivered to holders of the share options.
株式交換契約新株予約権以外の新株予約権であって、株式交換をする場合において当該新株予約権の新株予約権者に株式交換完全親株式会社の新株予約権を交付することとする旨の定めがあるもの
If of share options attached to bonds with share options intend to make the demand under the preceding paragraph (hereinafter referred to as the "exercise of appraisal rights on share options" in this Division), they must also demand that the disappearing stock company, etc. purchase the bonds for bonds with share options; provided, however, that this does not apply if it is otherwise provided for with respect to the share options attached to relevant bonds with share options.
The disappearing stock companies, etc. set forth in the following items must notify holders of share options provided for in those items that they will effect an absorption-type merger, etc. and the trade name and address of the surviving company, etc., by twenty days prior to the effective day:
the stock company splitting in the absorption-type split if the company succeeding in the absorption-type split is a stock company: the following share options:
the share options in the absorption-type company split agreement; and
share options other than the share options in the absorption-type company split agreement and for which there are provisions to the effect that, in the case of effecting an absorption-type company split, share options of the stock company succeeding in the absorption-type split are to be delivered to holders of relevant share options;
吸収分割契約新株予約権以外の新株予約権であって、吸収分割をする場合において当該新株予約権の新株予約権者に吸収分割承継株式会社の新株予約権を交付することとする旨の定めがあるもの
the wholly owned subsidiary company resulting from a share exchange if the wholly owning parent company resulting from the share exchange is a stock company: the following share options:
share options other than share options under share exchange agreement and for which there are provisions to the effect that, in the case of effecting a share exchange, share options of the wholly owning parent stock company resulting from the share exchange are to be delivered to holders of relevant share options.
株式交換契約新株予約権以外の新株予約権であって、株式交換をする場合において当該新株予約権の新株予約権者に株式交換完全親株式会社の新株予約権を交付することとする旨の定めがあるもの
A public notice may be substituted for the notice under the provisions of the preceding paragraph.
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。
To exercise appraisal rights on share options, the share option holder must indicate the features and number of the share options with respect to which the holder is exercising those appraisal rights, between twenty days prior to the effective day and the day immediately preceding the effective day.
When intending to exercise appraisal rights on share options in respect of share options for which share option certificates have been issued, the holder of those share options must submit to disappearing stock company, etc. the share option certificates; provided, however, that this does not apply to a person who files a public petition as prescribed in Article 114 of the Non-Contentious Cases Procedure Act with respect to those share option certificates.
When intending to exercise appraisal rights on share options in respect of share options attached to bonds with share options for which certificate representing the bond with share options have been issued, the holder of those share options must submit to the disappearing stock company, etc. the certificate representing the bond with share options; provided, however, that this does not apply to a person who files a petition for public notice as prescribed in Article 114 of the Non-Contentious Cases Procedure Act with respect to that certificate representing the bond with share options.
Share option holders exercising appraisal rights on share options may withdraw their demands for appraisal of the share options only with the approval of the disappearing stock company, etc.
The demands of the share option holders exercising appraisal rights on share options lose effect if the absorption-type merger, etc. is cancelled.
The provisions of Article 260 do not apply to share options for the exercise of appraisal rights on share options.
Read this with the articles around it
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
absorption-type merger
「吸収合併」
A merger in which one existing company survives and takes over all the rights and obligations of the other company, which ceases to exist.
Defined inArticle 2, paragraph (1), item (xxvii)· applies throughout the law
absorption-type company split
「吸収分割」
A stock company or limited liability company's handing over all or part of the rights and obligations of its business to another existing company, which takes them over.
Defined inArticle 2, paragraph (1), item (xxix)· applies throughout the law
share exchange
「株式交換」
A stock company's having all of its issued shares acquired by another existing stock company or limited liability company, which becomes its sole owner.
Defined inArticle 2, paragraph (1), item (xxxi)· 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)
stock company disappearing in the absorption-type mergermachine translation
「吸収合併消滅株式会社」
A stock company that ceases to exist in an absorption-type merger.
Short name set inArticle 749, paragraph (1), item (ii)· applies only in this part
company succeeding in the absorption-type split
「吸収分割承継会社」
The company that takes over all or part of the rights and obligations of another company's business in an absorption-type company split.
Short name set inArticle 757, paragraph (1)· applies only in this part
stock company succeeding in the absorption-type split
「吸収分割承継株式会社」
A stock company that takes over rights and obligations of another company's business in an absorption-type company split.
Short name set inArticle 758, paragraph (1), item (i)· applies only in this part
stock company splitting in the absorption-type split
「吸収分割株式会社」
A stock company that hands over rights and obligations of its business to another company in an absorption-type company split.
Short name set inArticle 758, paragraph (1), item (ii)· applies only in this part
share options under absorption-type company split agreement
「吸収分割契約新株予約権」
Share options of the stock company splitting in an absorption-type split whose holders are to receive share options of the succeeding stock company in their place, under the split agreement.
Short name set inArticle 758, paragraph (1), item (v), (a)· applies only in this part
wholly owning parent company resulting from the share exchangemachine translation
「株式交換完全親会社」
The stock company or limited liability company that acquires all the issued shares of another stock company in a share exchange.
Short name set inArticle 767, paragraph (1)· applies only in this part
wholly owned subsidiary company resulting from the share exchangemachine translation
「株式交換完全子会社」
The stock company all of whose issued shares are acquired by another company in a share exchange.
Short name set inArticle 768, paragraph (1), item (i)· applies only in this part
wholly owning parent stock company resulting from the share exchangemachine translation
「株式交換完全親株式会社」
A stock company that acquires all the issued shares of another stock company in a share exchange.
Short name set inArticle 768, paragraph (1), item (i)· applies only in this part
share options under share exchange agreement
「株式交換契約新株予約権」
Share options of a company becoming wholly owned in a share exchange whose holders are to receive share options of the parent stock company in their place, under the share exchange agreement.
Short name set inArticle 768, paragraph (1), item (iv), (a)· applies only in this part
effective day
「効力発生日」
The day on which the corporate action in question takes effect, such as a share consolidation, business transfer, entity conversion, merger, company split, share exchange or partial share exchange.
Short name set inArticle 782, paragraph (1)· applies only in this section
absorption-type merger, etc.
「吸収合併等」
An absorption-type merger, an absorption-type company split or a share exchange.
Short name set inArticle 782, paragraph (1)· applies only in this section
disappearing stock company, etc.
「消滅株式会社等」
A stock company that is merged away in an absorption-type merger, splits off business in an absorption-type company split, or becomes a wholly owned subsidiary in a share exchange, and must keep the merger agreement, split agreement or share exchange agreement at its head office.
Short name set inArticle 782, paragraph (1)· applies only in this division
surviving company, etc.
「存続会社等」
The company that survives an absorption-type merger, takes over business in an absorption-type company split, or becomes the wholly owning parent company in a share exchange.
Short name set inArticle 784, paragraph (1)· applies only in this division
exercise of appraisal rights on share options
「新株予約権買取請求」
A share option holder's demand that the company buy back their share options at a fair price, allowed when the company makes certain changes such as amending its articles of incorporation, converting into another kind of company, merging or splitting.
Short name set inArticle 787, paragraph (2)· applies only in this division