Article 796Cases Where Approval of the Absorption-Type Merger Agreement Is Not Required
第七百九十六条（吸収合併契約等の承認を要しない場合等）
The provisions of paragraphs (1) through (3) of the preceding Article do not apply if a company disappearing in an absorption-type merger, the company splitting in an absorption-type split or the wholly owned subsidiary company resulting from a share exchange (hereinafter referred to as the "disappearing company, etc." in this division) is the special controlling company of the surviving stock company, etc.;provided, however, that this does not apply if all or part of the monies, etc. to be delivered to shareholders of the stock company disappearing in the absorption-type merger or the wholly owned subsidiary company resulting from the share exchange, to members of the membership company disappearing in the absorption-type merger or to the company splitting in the absorption-type split are shares with a restriction on transfer, etc. of the surviving stock company, etc., and the surviving stock company, etc. is not a public company.
The provisions of paragraphs (1) through (3) of the preceding Article do not apply if the amount set forth in item (i) does not exceed one-fifth (or, if a lesser proportion is prescribed in the articles of incorporation of the surviving stock company, etc., the proportion) of the amount set forth in item (ii);provided, however, that this does not apply in the cases set forth in the items of paragraph (2) of that Article or the cases prescribed in the proviso to the preceding paragraph:
the total amount of the amounts set forth below:
次に掲げる額の合計額
the amount obtained by multiplying the number of shares of the surviving stock company, etc. to be delivered to shareholders of the stock company disappearing in an absorption-type merger or the wholly owned subsidiary company resulting from a share exchange, to members of the membership company disappearing in the absorption-type merger or to the company splitting in the absorption-type split (hereinafter referred to as "shareholders, etc. of the disappearing company, etc." in this item) by the amount of net assets per share;
吸収合併消滅株式会社若しくは株式交換完全子会社の株主、吸収合併消滅持分会社の社員又は吸収分割会社（以下この号において「消滅会社等の株主等」という。）に対して交付する存続株式会社等の株式の数に一株当たり純資産額を乗じて得た額
the total amount of the book value of bonds, share options or bonds with share options of the surviving stock company, etc. to be delivered to shareholders, etc. of the disappearing company, etc.; and
the total amount of the book value of property other than shares, etc. of the surviving stock company, etc. to be delivered to shareholders, etc. of the disappearing company, etc.; and
the amount calculated by the method specified by Ministry of Justice Order as the total assets of the surviving stock company, etc.
存続株式会社等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 prescribed in the main clause of 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 surviving stock company, etc. to the effect that relevant shareholders dissent from the absorption-type merger, etc., within two weeks from the day of the notice under the provisions of Article 797, paragraph (3) or the public notice under paragraph (4) of that Article, the relevant surviving stock company, etc. must obtain the approval of the absorption-type merger agreement, etc. by a resolution at a shareholders meeting no later than the day immediately preceding the effective day.